Friendship is Omniversal
by jboy44
Summary: While checking out a strange report of something odd outside of Ponyville, Twilight and her friends find themselves meeting a strange villain form another world, and being casted into another. Now in human bodies they have to get use to their new forms, and a very alien world, with help from Ben Tennyson if they want to get back home!
1. When Six met Ten! part one

Outside of Ponyville Twilight sparkle and her friends where looking around.

Rainbow dash was in the air looking around, "Twilight are you sure Derpy wasn't just seeing things?"

Rarity was using her gem finding spell and find out and quickly used her magic to dig it out of the ground and place it in her saddle bag and she looked at, "Strange all the gems in the area have become violet!? That's odd! May be there is something to the reports and it's not like it was just her! There"

Fluttershy then shyly added, "yeah Lyra and Bon bon said they saw it too!"

Pinkie pie then popped up holding a sketch of what looked like a human in a black suit and a purple face plate helmet, "yeah plus the odd thing is it looks like those human things that live in that mirror world place with sunset!?"

Applejack tipped her head, "Ah can still hear Lyra's happy screams when Twilight confirmed humans are a thing in my ears y'all!"

Twilight stopped when she saw boat prints, "yes but humans aren't a thing in this reality, close we have is minotaurs, and centaurs plus the portal changes you to be something that lives on the other side so a human couldn't have came form the portal to be here, because they would be something familiar!"

Rainbow dash then stopped when she saw a cloud moving but looking staticky like it was glitching out not that she could use those words to describe what she was seeing as she never heard of either. "What in the name of my own awesomeness is happening to that cloud?" She said.

Fluttershy gasped and spotted the same thing happening to a rabbit, Rarity's eyes widen as it happened to the gem she was lifting with her magic.

applejack was shaking eyes widen as she said, "Y'all Ah thinks we best go get our elements back before we continue!" she said fearfully but in a moment static appeared around all of them and when it vanish they where wearing there elements.

Applejack's eyes widen as she tried to take it off, "Never thought ah would say this! But GET THE ELEMENT OF HONESTY OFF ME!" she yelled freaking out!

they then noticed the color around them fading making them all look around in shock as they notice something on two legs walking up, it looked like the ultimate alien Eon but with his omniverse coat.

the human bowed and said, "Nice to meet you all in this timeline, I am Eon!"

Fluttershy's eyes widen as she quickly hide behind twilight, "Keep it away!"

Twilight blinked and said, "Wait This timeline she asked in shock!"

Eon lift a hand making it glow purple as a lot of portals showed up showing different realities Twilight spot the world Sunset is in, along with the alternate time lines she chased starlight through and her eyes widen.

Eon then looked at her, "So someone just understood time travel just makes new timelines, instead of changing your own. Anyway yes this timeline, like many creatures I can view and travel the multiverse visiting other timelines. Sucks to know no matter what you do those people are stuck as they are as saving them just makes another world keeping the original horrible world. I know I had to learn it the hard way!" he said cold and emotionless.

Rainbow dash blinked before trying to hit him with her forelegs by using the sonic rainboom but she along with the world froze.

Eon then petted her frozen head as he said, "Silly rainbow dash, no matter the time line you always try that forgetting I just revealed my time based powers! I don't' just travel time I can manipulate it!" he said coldly before pointing Rainbow dash down and moving out of the way.

So when Time continued Rainbow dash land face first in the dirt with a loud crash and in a large crater now covered in dirt lots of redish dirt making her look kind of purple

At that point Applejack screamed and tried to run but time stopped for a moment and she found herself running face first into Rarity knocking her down.

Twilight then called out, "Wait Everypony stop! he didn't attack us he's only acted in self defense.. Mr. Eon was it? You mentioned trying to help others but being unable to thanks to how the .. multiverse worked I mean you sound like a hero.. I hope!" She said soudnign wishfully.

Eon sighed as he made a portal open to a graveyard, "In this graveyard is everyone I've ever know and loved! They died because I wasn't a good enough hero to save them!" He said sadly before he closed it.

Eon made a fist as he looked to the remains of his omnitrix, "Even my control of time is a sigh I'm a hollow shelf of my former self. I used to have more but my failure took that form me!" He growled in rage, "And unable to even save them as no matter what I do my world will always be the one they died in! has driven me quite made! I haven't been a hero in years!" he yelled in rage that made Twilight take a step back.

Twilight then spread her wings to try and make her self look bigger, "Well .. may be you just need new bonds to replace those I'm sure they won't want you being the bad guy! I'm twilight sparkle the princess of.."

Eon then stopped time and said, "I heard the princess of friendship speak over a million times give it a got dam rest! And as I know your langue is slightly different then mine I'll inform you I used bad langue!" he then started time as he appeared behind Pinkie pie and whispered, " Being oddly quit Pinkie!"

In a moment Pinkie screamed and jumped into a tree shaking, "Why is this how the fanfiction starts!" she cried, "He's creepy! And Mocking us! You are the worst Ben Eon!"

The other ponies looked confused, Eon just shock his head and said, "I'm not even going to ask how you know my old name!"

the ponies looked confused as he vanished and appeared behind Fluttershy to say, "Ben was a name of a hero! I'm the opposite so I can't use it now can I?" he then gave Fluttershy a creepy mane pet that made her jump and scream.

She was now shaking behind twilight and crying, "MAKE HIM GO AWAY!" She yelled out in horror!

Eon just laughed as Twilight charged a blast and fired it but in a second, she was now the one standing in it's way and it hit!

Twilight's head was spinning covered in ash as she held her head with a hoof and said, "Did I just hit me?" she asked confused.

Eon was now standing in front of all of them laughing holding his gut!"

Rainbow dash was dusting her self off and point at him, "HOW DARE YOU USE THIS AWESOME POWERS FOR EVIL!"

Rarity gulped and pushed Rainbow dash back a little, "Darling did you miss the part where he's gone mad form being unable to save Everypony he ever loved multiple times!" She then point to a ring on Eon's finger they all missed with a magic arrow, "And the wedding ring shows just how heavy set .. failures were!"

Applejack was frozen in fear and was shaking, " .. So horrifying!" she was frozen and her knees shaking, as she shivered.

Pinkie pie was out of the tree somehow in front of her friends crying a waterfall, "JUST TELL US WHAT YOU WANT!? I MEAN ALL BAD GUYS DO IT BY THIS POINT IN THE DAM STORY!? WHAT DO YOU WANT WORST BEN!?"

Eon laughed emotionlessly and said, "Why That's simple My little ponies. What I want is to play a little game with you! One that will end in a painful chose for you!" Time froze for everything else as he walked around them " Your minds are still functional so you will hear me!"

Eon gave the frozen mid shake and shiver Applejack a pet on the head, "Honesty!" he then touched Fluttershy's head, "Kindest!" he then Touched rarity's head "Generosity!" he petted Pinkie pie's head and said, "Laughter!" he then touched rainbow dash's head and said, "Loyalty!"

He finally petted the Alicorn Twilight sparkle's head and said, "and magic all the things that makes a hero! Or at least should the human world isn't, as black and white is your world as Twilight knows. And This game will be my favorite pass time seeing if I can turn other versions of myself evil!"

A portal opened under all of them as said, "Now let's see if throwing you into a depressed Me's world will either fix or brake him!" They didn't fall in thanks to the frozen time he then removed his helmet showing the Face of a Ben Tennyson that looked to be in his twenties. "Eon or Ben Ten thousand let's see what happens!"

Time then start again and all the ponies fell in well Fluttershy Rainbow dash and Twilight tried to fly out of the way with Twilight trying to grab her friends but in a moment they found there wings bond down by bands that also seemed to turn off twilight's magic making them all fall.

Rainbow dash then yelled, "HOW DARE YOU BE THIS AWESOME AND EVIL!" she yelled in rage!

While Falling Pinkie pie cried, "This is not Okey dokey lokey even if it is what starts the plot!" in a moment the bands vanished as did the ponies wings and horns.

Rarity touched her forehead and screamed" NO NONO! HOW WILL I FIND GEMS!"

In a moment each one was covered in a light bubble and Rainbow dash yelled, "NO NOT MY WINGS!"

when the light died down they where in some forest.

Twilight looked at herself She was in her human form her element now a shineless neckless holding the gem it looked drained, As she had been human before she got up easily and noticed her friends as copies of there human counterparts.

Pinkie pie was screaming "WHERE IS MY TAIL! I NEED THAT FOR PINKIE SENSE!" She yelled.

Fluttershy looked at what was once her front hooves, ".. wait isn't this what spike has? What are they called Fingers... and hands?"

Rarity tried to get up but fell down in the dirt crying, " I can't even get out of the dirt to get clean!"

Rainbow dash was feeling her back crying "MY WINGS!" She cried in horror! "They are done!"

Applejack looked at her self-shaking and in fear said, "do not like!"

Twilight looked at her friends all of there elements where like wise necklace holding the gems missing their glow, "this is really bad!"

she then noticed Someone walking up out of the woods it was a boy no older than nine teen, dressed in Brown cargo pants a green fully zipped up hoodie with the number ten on the side of the arms and an omnitrix symbol on the back, his shows where Green and he lowered his hoody to show a face that was a younger version of Eon.

the Green eyed boy's face made the ponies turned human jump back scared but to the boy it was just horse sounds.

In confusion he rolled up a sleeve revealing his omnitrix, "I know I have a form that can help with this langue barrier!" he began to look through his aliens but the girls where scared unable to understand him.

This first meeting was not off to a good start!"

to be continued.

Pinkie pie's voice then yelled out, "DARN YOU TWO PART STARTS!... wait right Can't say anything now can i!"


	2. When Six Met Ten part two

In the forest around Bellwood Ben10 was walking around his hoodie up.

Ben's point of view.

I sighed as I made sure my hoodie stayed up I didn't want anyone to see it was me and not just someone wearing that one of my hoodies. I looked to my phone and spotted a text form my girlfriend Jessica Jackson I smiled she is one of the few people that help me keep my head on straight.

I then looked up and noticed a rainbow beam of light and texted Jessica, "I have to go check out a strange event!" She instantly replied back, "Be safe you know Rook is away helping his family with the harvest for the next month!"

I put the phone up and ran off remembering I'm on my own for so long! I sighed What else is new!

I followed to where the light was to see Six girls with odd skin and hair colors they where clearly freaked out form there actions but they where making what sound like horse sounds.

I couldn't understand them, what ever there speaking Azmuth didn't put it in the omnitrix, I removed my hood and they gasped and looked shocked at my face. I looked through my aliens as I said, "I know I have an alien that can help with the langue barrier!"

In a moment I found brainstorm and looked at the six odd girls all looking scared, and I sighed. "At least I'll know why you're scared of me!" in a moment I I hit the dial becoming brainstorm making them all scream I didn't waste time I opened my head and fired off an electric blast to connect all seven of our minds!

Hopefully showing them I'm a good guy will help, and I'll know what happened.

Strange images of a world run by horse filled my head then an image of Eon with his helmet off! No wonder they are scared of me!

point of view change to third

Ben hit the dial returning to human and said, "Look I know you're scared but trust me I'm nothing like Eon!" he said almost beggingly.

the girls all backed away in a group and start talking this time Ben could understand him.

Twilight then rubbed her head, "Ok I really want to know how he did that mental link thing!" She sounded kind of impressed.

Rainbow dash then blinked and looked form her friends and Ben, "This is no different form the good Sombra we meet in that mirror world with the evil princess, if you ask me!"

Fluttershy then shyly added, "But that Sombra still became corrupted." She sound kind of scared of Ben.

Rarity who was finally balanced enough on two leg said, " darlings I know shapeshifters got a bad name back home, but he isn't doing anything bad to us I mean he just did something so we could understand him.

Applejack was looking at her hands and said, "ah's hate to say this hate to say this ah think Rarity's is a right you saw how different he was it wasn't an illusion like the changelings, ah honestly thing someone that use to changing form might be our only way of getting use to this bodies and finding away back to our right bodies!"

Pinkie pie then coughed and added, "I know a way to know for sure!" She then walked over to Ben somehow having just use to being human as twilight and said, "Mr. Ben do you promise you're here as a friend?"

Ben smirked and using some of the image he just saw when they were connected he crossed his heart and said, "Cross my heart hope to fly stick a cupcake in eye, even if that is a waste of a cupcake."

Pinkie then turned to her friends and said, "see if he was evil he wouldn't have just done that!" she said happily.

In the moment the ground was shaking and everyone fell over, well everyone but ben and what looked like metal drills came out and opened and out stepped strange robots.

they looked to be made of clock work parts there one eyed heads having steam coming out of them in place of a right arm they had visible gears there left arm was a claw and they walked with three legs like a tripod all made of rusting copper.

A larger drill came up and form it came steam Smythe who held his cannon head, "Ben Tennyson the biggest thorn in my side to removing this accursed modern age of it's Accursed technology! I had not yet planned on coming face to face with you but when I spotted the light signaling this hideous abomination of women's arrival. clearly a mix of human and horried alien I had to step in and make sure they die!" he yelled!

He to tire on Rainbow dash who only tripped while trying to move but luckily she got picked up and moved out of the way by a blur that was Xlr8 and he put Her down.

the rainbow haired girl blinking seeing the symbol that was on the crab for moments ago and just assuming it was Ben, who was asking, "you ok? Sorry didn't caught my your name!"

Rainbow dash blinked and said, "Rainbow dash, and yeah thanks!"

The robots then moved towards ben as Smythe said, "you and that accursed omnitrix how dear you trade your humanity for it's power!" he yelled in rage!

Ben then hit the dial becoming Diamondhead making Rarity gasp happily in a moment Ben stomped on the ground making crystal spike come up and impale the steam powered robots as he said, "first up I trade nothing! The omnitrix let's me become other species! It was made to allow other being to understand eachother better by living like that do for awhile! It was made to bring peace to the worlds and as long as it's on my wrist that is what it will do! And second of all my grandmother was from another planet So not really that human to start with!"

the mane six how ever where standing back in shock as to them they just saw onepony take down a golem army in one second.

Twilight then remembered the dial touch and how he first changed and said, "that thing on his wrist! Or it was on it's wrist that where his powers come from! Btu wait Eon's thing on that arm looked different could.. how?"

Smythe Then charged his left hand morphing into a drill as he charged to watch, "then allow me to destroy the thing!" he roared in rage and Ben covered the dial with both his arms as the drill dug through his forearms making the ponies turned human's eyes widen in horror.

Ben just headbutted Smythe knocking him back in a moment his arms fell off form the elbow down making the ponies in human fleash's eyes widen in horror.

Only for in a moment the arms to regrow and Ben looked at his regrow arms moving them a few times before morphing one hand in to a sword.

Rarity's eyes gasp, "Made of gems, Makes more gem! Darlings this is the best thing ever!" she said happily.

Smythe covered his face and said, "Why do you defend them! You don't know them! They are not of this world! Why do you care Tennyson!?" he asked.

Ben Timed out and was human again as he said, "because they are lost and scared, they just want to find away home, and I'm a hero it's my job to help and protect others!"

Smythe uncovered his face he wasn't bleeding but it was cracked like it was made of plastic as both his hands became drills and he charged, "YOU CHOULDN'T EVEN PROTECT YOUR OWN MOTHER!"

Ben growled his rage over powering his shock at his face as he yelled," HOW DARE YOU BRING THAT UP!" in a moment he became upgrades and in a moment his hands grabbed and merged with the drills holding Smythe in place.

Rainbow dash was jaw dropped, "I have no words!" she said stunned.

Applejack's knees where shaking as she shivered looking at Smythe's face, "Something tells me humans aren't suppose to do that!?"

Twilight gasped and said, "No no they are not! I don't even thing aliens do that!" she said stunned.

Fluttershy was shaking behind Twilight and crying a little, "I want to go home where they aren't freaky super villains!"

Pinkie pie was in a tree crying, "SCARY SCARY!"

Upgrade's merge traveled up Smythe as he said, "You said I traded humanity, you're a machine! Pure metal!"

Smythe then jumped back making his arms snap off to escape upgrades form where his arms came smaller clawed ones came out as he said, "Flesh is weak boy so while I was old and dying sickened by the machines and way of modern life I knew what I had to do! I start replacing my old decaying parts with eternal metal till I was an eternally strong made to last for ever wonder of the world like all things my generation made!"

Twilight then yelled out, "DID HE JUST SAY HE MADE HIMSELF INTO A GOLEM!?"

Ben then turned to her and said, "yes he did!" he said stunned before turning back to the machine his upgrade eye glowing bright as he said, "all I'm hearing is the real Steam Smythe is gone and you're just a machine made to think and act like him! Your no different form your minions!" he then fired his laser blast hitting Smythe in the stomach.

In a moment the things face plate shattered as the head morphed into a copter drone letting out steam and smoke as he flow away and said, "we will meat again Tennyson and when we do it'll be the end of you and all the other freaks!"

Rainbow dash then yelled, "AS IF YOUR ANYPONY TO TALK!"

Ben then timed out and he pulled out his phone and five of the ponies turned human looked confused, So Twilight said, "that is a phone humans use them for communicating over long distance either by instantly sending message to somepony else phone or using two to talk over long range."

Ben nodded and said, "I'm messaging my girlfriend That what I found are six lost girls who weren't human originally her house is just down the way we should head there." The girls looked confused and he added, "do I hear any other ideas?"

they all shrugged and start to follow ben most of them still a little shaky on there feet.

While Twilight was walking like a normal human, Pinkie pie cart wheeled past her and she asked, "How?"

to be continued

omake.

While riding this jboy44 felt a tap and turned around to see Pinkie pie in pony form and he blinked, "I was afraid of this! What do you want Pinkie?"

Pinkie smiled and said, "Hi hi Mr. Writer man! I want to say I've read some of your works to know what we're in for and I have to say nice! Also I'm a fourth wall breaker and I didn't do that this chapter!"

jboy44 looked at her and flatly said, "You're braking it now!"

pinkie blinked and said, "So I am ok then sorry to bother you! bye bye!" she then left.

end omake.


	3. What happened while you where away!

Later on in a house the mane six where now in borrowed green Pajama suits.

Twilight was talking to a new girl Who had dark skin red hair and yellow eyes she was dressed in blue jeans with a green ten on the right leg, an a green tank top.

This girls name was Jessica Jackson the girlfriend of Ben10, She rolled her eyes about how Twilight went on about how Humans are so clever to survive with out magic and with the inability to control their weather.

Then Jessica rolled her eyes and crossed her arms, "First some humans can use magic it's a rare thing though!" she then looked at Twilight and said, "And Second I'm just going to say you're the egghead type!"

Rainbow dash then busted out into laugher, "She already has you figured out and it's been what ten minutes!?"

Rarity was looking out into the next room where two adult women where talking to Ben one was in jean shorts cowboy boats a white button shirt red ribbon tie and brown Stetson, her skin was tan her hair dark black her eyes a deep blue.

the other girl had light skin in an orange long sleeve sweater ankle length blue skirt she looked mad at Ben!

Rarity adjusted her hair, "I'm Just amazed You humans don't force herd marriage on lower class like equestrian does!"

Pinkie pie then appeared next to her, "clearly humans don't have a gender imbalance that makes that a most do thing!"

Applejack then blinked and in a few moments she looked like she just realized a great truth, "Wait Rarity you go after nobles so you can be the only one your husband looks at!?"

Rarity then crossed her arms and looked at her, "yes, did you think I was a gold digger?"

Everyone of her friends whistle not knowing what to say and Rarity looked ticked off, then Twilight spoke up, "And My sister in law would love you guys! I mean treat all love equally! She's the princess of love she's been working on it for years but no head way!"

Jessica rolled her eyes and crossed her arms, "Please don't go on another ramble!"

Fluttershy just blushed and remained quite in the living room, She then turned around and looked to the light skinned girl yelling at Ben, "Your mother Lucy does not like Ben!"

Rainbow dash was confused," Why?" she said confused, "I mean if my daughter was dating a super hero I would be screaming how awesome that is form the cloud tops! ... if I still had my wings!" she said turning sad in the middle of the sentence.

Rarity held her hand out and was focusing on a cup of tea in front of her and Twilight blinked and asked, "what are you doing?"

Rarity looked to her and said, "Simple really Jessica said some humans can use magic, and they don't have hands so I figured there hands would be the focus.." Twilight was about to say something but the cup start to float as rarity's hand and it glow green.

Twilight's eyes widen but the cup fell and shattered on the ground making a class and tea mess on the carpet and she said, "Well it is like learning all over again!" she said dumb founded.

In a moment Ben walked in and said, "Look I'm sorry but I have to go." In a moment Jessica kissed her boyfriend as he walked out the door closing it behind him.

Jessica's mother in with tan skin walked in looking at her wife with an I'm dicked look, "Mark my words honey you're going to drive him away form our daughter, or my name isn't jessie Jackson!"

Lucy crossed her arms and said, "you never stop to think that is the plan!" In a moment she looked down at the shattered cup and said, "OK WHO MADE THIS MESS!" her tone sent a chill down there spins.

the ponies in human form then ran up stairs followed by Jessica Pinkie was running on all fours as she cried," I'm so scared I forgot how to biped!"

they then made it to Jessica's room green everywhere and her bed sheets the omnitrix dial on it and Pinkie looked at it and said, "you buy your boyfriends merchandise? That would be like if Rainbow dash bought Sorin action figures!"

Rainbow dash turned red well it looked purple on her blue skin and she said, "Yeah that would be crazy!" she said in a tone that made it clear she was trying to hide she did!

Twilight then coughed and said, "Ok I think that's a go into our two biggest problems!" she then pinched her checks and said, "our skin colors aren't normal for the humans of this world! And our names aren't normal by their standards " She said worried.

Applejack then blinked and said, "you do realize we're in a world with aliens meaning we can just say one of our parents wasn't human explain it's the truth so it's not lying and it explains both things away."

Twilight then sat on the bed arms crossed, "Stupid alien world! Taking away all the problems that need to be solved!" she then grumbled to herself."

Rarity then leaned against Jessica and said, "Ok while we hide form one of her mothers how about we have Jessica tell us how she end up dating Ben!"

Jessica then began to tell the story.

Flash back.

Ben was walking around still in his omniverse outfit as he had just got back form that intergalactic road trip, when some one called out to him and he turned to see Jessica for the first time, he put his hands in his pocket and asked, "let me guess auto graph?"

Jessica crossed her arms and said, "No, Well first I guess I'll be polite and introduce myself I'm Jessica Jackson back when you were Ten you as Cannonbolt saved me and my mothers form Hex at that.. I think it was a fair maybe a carnival? Anyway First thanks for that. But what where you thinking taking that thing off?" she said her tone switching to bad.

Ben looked at the omnitrix, then sighed, "Look I can say I was just a kid and scared, unable to deal with being a hero, or I made a stupid decision to try and get a girl who couldn't like the real me!" he then thought about Julie and sighed. " But the truth is I got scared and like any normal kid I ran!" he sound sorry.

He then looked at her putting his hands in his pocket," Miss Jackson was it? I'm sorry I Got scared and ran! Words can't describe how much I regret it! Every day it was in my room and I would look at it. Shaking to scared to put it back on, Scared not of bad guys but of the people. I was the hero and I left. The world couldn't handle it's self for that one summer! I hate to think what happened when I wasn't there for four years!" His tone showed he was mad, but at himself.

Ben then looked at the omnitrix again and said, "I could also the reason I put it on was I couldn't take it anymore, or it was thanks to the DNAliens, But the truth is the DNAlien in my grandpa's RV was the final straw I couldn't trick myself into thinking the world was safe without me so I slammed the thing back on to my wrist, where it never should have left!" He sound sad like a happy go lucky mask had melt away to show the real him.

Jessica looked at him and walked to him grabbing his arm with the omnitrix and she said, "We are put on this world for a reason, We may not always like the reason but your's is to be a hero!" she said almost sadly.

Ben then cried as he said, "the worst part is it was off for so long it reboot I lost all the forms I knew and I was sent back to square one for so long. You're right I'm Made to be a hero! It's why this thing went to me instead of grandpa like it was supposed to. Thanks for talking to me like a person not an idiot!" he sound sad yet strangely happy.

Jessica smiled at that and looked him in the eye, as he looked back neither one noticing they where not holding hands.

end flash back.

Jessica then said, "He then asked me out, because like he said I was the first girl in a long time to treat him as Ben, not a super star."

Pinkie then whispered out, "I wish I had some popcorn to watch that flash back with, it was romance movie gold!" no one else heard her but she still said it.

Rarity's eyes sparkled, "wait he saved your life he's your knight in shinning armor!" all the other girls rolled there eyes.

Elsewhere Stinkfly was coming into Ben's room through and open window where he timed out back into Ben and fell down on to his bed.

Ben looked to a picture of his mom on his desk and teared up before passing out.

within Ben's dream he was on a space ship staring at Vilgax, Ben was NRG and he yelled out, "Where is my mother!? Give her back squid face!"

Vilgax then laughed as he said, "Foolish child why would I keep her alive what use to I have for her? there is more then one way to get victory then just killing your Enemy after all!"

Ben backed up and yelled out," NO NO NO!" his armor was glowing as the energy within NRG was growing.

Vilgax then pulled out his sword covered in blood and laughed, "another way to get victory is to make sure your enemy fails to complete there mission in life! Your life mission was to protect all who call earth home! Well now you have failed!"

Steam was coming off of NRG's face grill making it look like he was crying as he was shaking.

Vilgax then laughed an evil laugh, "How can you protect this world and it's people when you couldn't even save your own mother!"

in a moment Ben Screamed as NRG's armor cracked in a moment all around him explode in a nuclear mushroom cloud high above the earth.

When the cloud died on the ground in a large impact crater formed by the flaming remains of Vilgax's ship crashing down NRG with his armor cracked and holes blow out walked it falling off more and more with each step till it was off him and he came to a crater with smoke coming form it.

He looked it and remembered his future self-telling him Vilgax's death involved fire and it wasn't pretty, NRG was crying as he timed out and continued to cry, "Yeah me you where right!"

In a moment Ben Woke up screamed and panting he notice it was day time, he got up and walked out the door, "I best get those girls to the plumber base!" he was crying as he passed by a picture of his family when he was ten and he put a hand on it, "that kid was a hero who never failed, who could smile no matter what he faced, What did I do with him!?" he asked depressed.

He then walked out the door and meet up at Mr. Smoothie with Jessica and the ponies turned human! He was about to speak up but the ground began to shake Making Applejack shake in fear, as large steam powered drills came form the ground.

then one massive one came out and opened up to reveal a screen a black and white one that was kind of fuzzy on it was a clockwork metal human skull with a head like steam stack that let out steam as it moved around on six spider legs and where the ears would be where two thin arms with crab like claws.

The skull then spoke in the voice of Steam Smythe, "I have been forced to move forward with my plans to rid this world of aliens and modern technology!"

More of Steam Smythe's robotic minions then came form the drills and Pinkie pie screamed, "DARN YOU TECHNOPHOBIC ROBOT! RUT YOUR EVIL IRONY TO TARTARUS!"

the other Ponies' turned human gasped in shock and Jessica said, "So that's pony cursing, it's cute!"

To be continued.


	4. Lucky Seven!

Ben's point of view.

I had left to let Jessica and the ponies in human flesh to hid! I was running through the steam powers machines avoiding them was easy they where so slow and hardly able to move I thought I going Jury rig and upgrading them to fight for me! But it didn't seem to be worth the time! When I could just take down the head drone and hit the off button!

As I ran notice a group of them ahead of me all to close together to get through and I noticed that around me and I sighed, "of course, they would find away to make me waste time messing around with them!" I then became Jury-rig and growled to myself as I moved in blinding speed taking them apart and putting them together.

when I was done they were to legged two armed and the steam stack was now an engine on the back, I watched as they walked off much faster and start punching the steam powered ones and I hit the dial and turned into Xlr8 and sighed," I've already wasted this charge on them might as well not waste time!"

I then raced off to the large robot drill steam powers squid thing with a screen on it and I looked up at it not taking my mask off as I said, "So the machine returns!"

Smythe's metal skull on the screen, "I am a man!" he yelled in rage but I looked at him and said, " to be a living thing you need a soul! You clearly don't have that so you are a machine! No different form your minions!" I said as I avoid metal tentacles as it screamed in rage. Steam coming out of every part of the machine.

I then hit dial and became big chill and breath ice on a tentacle making it shatter form the sudden flash form hot too cold as I said, "that's the thing about fire! Unlike plasma you can blow it out!" I sigh to myself as I spread my wings, this was going to be boring.

Return to third person point of view.

Elsewhere in Bellwood.

The girls where hiding out in a dumpster.

rarity was crying as she said, "I'm so dirty! And cloths are important to humans! And I've been in this for two days! Something tells me that is very unlady like!" She said crying into her hands.

Rainbow dash was looking up at the steam powered things, "I couldn't out race them!" she said sadly tearing up.

Pinkie pie then hugged her, "It's ok Rainbow as soon as you learn to run on two legs you'll be back to full speed!" she said happily trying to make her friends fill better.

Fluttershy was crying holding her knees as she said, "so scary!" she said fearfully.

Applejack's knee's where shaking as she shivered in the corner, "Please go away golems!"

Twilight was looking at her necklace formerly the element of magic as she held it, making her hands glow as she held it, "come on work!" she said worried, "why won't you all work here!" She sound frustrated at the elements inability to work and at her own lack of control over her own magic.

Jessica leaned her head on her hand as she sat down, "look I know things look grim, but Ben's being doing this sadly sense he was Ten!" the pony's then looked at her in shock.

Jessica sighed and said, "It sucks to be the chosen one! But look while he's made mistakes and lost once! I have confidents in my boyfriend! I know he'll find away! Just be brave!" that is when something in her pocket start to glow and she pulled out a green Crystal on a chain.

Twilight then looked confused as the elements where glowing as she blinked in shock, "Where did you get that?" She said confused.

Jessica looked at it in confusion, "I've had this all my life when my mom's adopted me I had it in the orphanage. I honestly don't know where it came form or why it's glowing now! Just I have it and it is!" She said confused.

Twilight rubbed her chin and said, "Maybe it's because it's the first time it's been around equestrian magic, or may be something else form else form Equestria, I mean the pillars visted many worlds and brought back and left many things! The idea something form our home made it here makes sense!"

In a moment the crystal morphed into a necklace, the crystal morphing to look like Ben's omnitrix symbol with the crystal as the hour glass and the silver as the side parts.

Applejack's eyes widen, "..ah may not know much about magic Y'All but it looks like one of the elements!" she said in shock!

Twilight then looked at her own and said, "that's impossible!" she said in shock.

But in a moment her own said "Magic!" Rarity's called out, "generosity" Fluttershy called out "kindness!" Pinkie pie's called out "laughter" Applejack's called out "honesty!" Rainbow dash's then called out, "Loyalty!"

Jessica's then joined in by saying, "courage!" the elements then glow making a rainbow appear around them making everyone's eyes widen as Pinkie pie smiled while the others where in shock and she screamed, "SEVENTH ELEMENT CONFIRMED!"

in a moment the high tied down and everything looked normal Tell Rainbow dash jumped ofr joy out the lid her wings back allowing her to fly through the skies, "YES! MY WINGS ARE BACK! THANK YOU!" She then smiled happily before looking down and seeing now the robots where heading to her friends and she said, "sorry!"

She then flow down at high speed leaving a rainbow trail as she kicked the robots heads in thanks to her speed alone as she smiled and said, "yes!"

Jessica then looked up to Rainbow dash doing a stupid mid air victory dance, "HOW ABOUT YOU GO HELP BEN INSTEAD OF GLOATING!"

Rainbow dash's eyes widen as she said, " yeah sorry!" She then flow off.

Twilight then grabbed Jessica's new necklace and looked at it stunned an eye twitching as she asked, "How?" Like her mind was lost.

Jessica shrugged as she pulled it away, "when you date a super hero you stopped being shocked."

Pinkie pie then got up and said, "Well Jessica was adopted and coming here made us human, maybe she's some kind of lost princess!" she said smiling and rolled her eyes at the stupid idea.

Elsewhere Ben was human avoiding the last two Tentacles when some thing picked him out of the air and he looked up to see Dash with her wings and she smiled and said, "your girlfriend had a seventh element of harmony we are just as lost as you but it gave me back my wings so no complaints!"

Ben then look to her and to the watch with turned green again and smiled and said, "Just get me to the smoke stack on the back of this things head I have a plan!" Rainbow dash then flow avoiding the last tentacles and as soon as she was over it, Ben unzipped his jacket revealing his black muscle shirt.

He then made released himself form Rainbow dash's grip by falling out of the jacket, making her gasp, and Ben fall into the smoke stack and he slammed on the dial becoming Arctiguana!

the alien then breath ice as it fell down the smoke stack down to the furnace powering it his ice freezing it solid making the machine stop and the Robots around Bellwood stop!

In a moment Ben touched the dial and turned into ghost freak and flow through the walls to see the head plugged into controls as the ghost moved he noticed the head turned into a drone again to get away, but in a moment a tentacle grabbed it.

Ghostfreak then laughed, "there is only room for one ghost in Bellwood!" he said coldly as the tentacle smashed the drone destroying the steam powered android Steam Smythe. Ghostfreak rolled his eyes as he phased out of the machine and added, "But I feel like there maybe a back up of you somewhere!"

he then landed and returned to human form!

Rainbow dash then landed and throw him his jacket and said, "here you go man!" She said stunned. Ben then put it back on and watched as Rainbow dash's wings vanished in rainbow light making her scream in horror!

Rainbow dash fell to the ground and screamed, "NO NOT AGAIN!"

later on when regrouping Jessica ran up and hugged her boyfriend and they kissed.

Rainbow dash was crying as she said, "why did they leave me again?"

Twilight rubbed her chin and said, "I think the elements can only give us back our pony parts for a little while!" she then looked to her's like the rest the magical glow inside was restored, "and how did Jessica's restore ours? And how did a seventh element get here?"

Jessica smiled and said, "Don't know and don't care!" She said happily hugging her boyfriend!

Ben then looked to the omnitrix and said, "and almost forgot! Beam us up!"

in a flash they where no longer at Mr. Smoothie they where on the plumber base and Twilight's eyes widen as she looked to the planet form the window!

Applejack fainted as she said, "Earth pony want to be on the ground!"

Fluttershy just looked at the planet and said, "oh my!"

Rarity looked at it wide eyed, "Do you girls think Equestria looks like a shining Gem form this angle too? She sound stunned!

Rainbow dash touched the window and said, "I've never been this high before! AWESOME!" she yelled happily!

Pinkie pie was jumping up and down happily, "SPACE PARTY!"

Ben then said, "We aren't welcoming someone and it's no one's birthday! We'll be welcoming back Rook in a month that's when we'll have a party up here!" he said calmly.

Pinkie pie then smiled and happily said, "Okie Dokie lokie!"

Twilight was frozen looking at the planet then turned to see form another window it's moon, then back to the planet going around it's sun something strange to her before she said, "Why haven't we figured this out yet?" she said stunned.

Ben put his hands in his pocket and said, "that's the sad part about magic using species twilight. They use it to solve everything so they get to a point where they stop making new things and improve what they can do. Don't improve and invent new your stuck in the same spot forever, If a magic using species makes it's to space it's because some one crashed and someone figured out how to use magic to copy what they saw tech do! I'm sorry princess!" he sound sad.

Ben then turned and added, "Now come on my grandpa is in charge of the law of this planet he'll help us figure out what to do you with girls!"

The girls turned to follow him with Twilight taking a step back to look back at the earth with a tear running down her face as she sadly whispered , "I didn't know magic had a down side! I guess humans are lucky not many of them can use magic so they still advance. .. I need to do some rethinking!" She then joined her friend images of what Equestria could possible look like form space dancing in her head knowing she probably would never know the answer.

elsewhere in Equestria.

the pony's where buzzing about the disappeared elements of harmony.

Away form them Discord was rubbing his chin as he looked at a stone tablet telling the story of a lost Alicorn princess turned into something else and sent to a strange new world to one day return in there hour of need with a hero with the power to face down any threat.

Discord sighed and said, "I hate twist in prophecy!" he said sadly as Professor Paradox appeared and put a hand on his shoulder.

the professor sighed and said, "yes Disy I know you do!"

Discord then turned to look at the professor and point at him with his lion hand and said in a snarky tone, "I told you never to call me that dad!"

Professor laughed and smiled, "Still my little boy!" he said happily.

That is when Luna landed and her eyes widen as she looked at professor paradox confused by what she was seeing.

Discord rubbed his bread and said, "princess no this respect but me and my dad here are in the middle of something! Please come back five minutes ago!"

the professor then cleared his throat and said, "Son I think coming back last Monday would be better in this case we have a lot to talk about." He then bowed and said, "you must be Luna my little Disy told me so much about you!"

Discord then yelled out, "DON'T CALL ME THAT DAD!"

Luna then turned and flow off holding her head with her hoof only saying, "That made no sense.. wait .. ok in this case it makes sense!"

to be continued.

Omake.

Pinkie Pie in pony form walked out into a black void holding a contract with her hoof some how and said, "hello Mr. Writer I was promised one forth wall brake a chapter! Wait but I'm talking to you with is one, and it's still in the chapter... Oh semantics!" She then walked away.

end omake. 


	5. Learning how to be Human!

Hours later the six ponies turned human found themselves at the space station in a class room all looking bored while Twilight was happily taking notes.

Rainbow dash was crying as she said, "Stupid humans keeping records of everything and we need to get them because we have noun!" She crying to herself.

Pinkie's hair was flat as she said, "how else could the author show Twilight's learning addiction?" she glow her hair out of her face and sighed sadly.

Fluttershy was just shaking as the plumber was talking about a human war and she was clearly scared.

Rarity looked away form the images, " oh darling do we need to video?"

Applejack was shaking and looking away from it and said, "I ain't got a need to learn about all of humanity's history! Why would they keep records of this stuff! It's like they is a Species of twilight!"

Rainbow dash was watching the video and she whispered, "Awesome!" before she turned to a happy twilight and added, "how do they go form egg head to me so fast?" She asked.

hours later they where let out.

Rarity sighed and said, "All this for some test! We have to take soon I mean honestly!" she said annoyed but twilight was jumping for joy beside her.

In a flash Twilight's element shined making her twins and horn return to her human body as she happily said, "I know it's great!" She was doing a stupid dance making all of them roll there eyes.

Pinkie sighed and said, "Stupidly long gag!" She said sadly, "I should be planning a space party or making space cupcakes in the spaced kitten right now not studying for some test so we can have records saying we finished human school? What did they call it again, Some letter, some second letter some third letter?" She rubbed her head," It'll come to me! I'll come to me!"

Meanwhile

Ben had his hands in his pockets as he walked and talked with his grandpa Ben's hoodie was still on as he said, "So What now grandpa?" he said sighing as he looked into a sheet of glass at his reflection looking more like Nega Ben then himself.

Grandpa max rubbed his chin, "well Baumann moved so the house next to yours is free we can move them in to that, For the time being tell we figure something out!"

Ben then sighed as he said, "And what about the two magic users? Gwen can't really leave she needs to study for collage exams and I don't think they would like to wait?"

Max rubbed his chin as he looked to the annoyed looking Ben and said, "Look they'll have to wait I know you don't like to hear it but.."

He was then cut off by Ben turning to leave and said, "Yes I don't like hearing it! Being able to use there powers could mean the difference between life and death and the last woman I let wait didn't make it!" he yelled in rage not looking back at his grandpa so he couldn't see his tears.

Ben ran pulling his hoodie down father as he cried more running past Jessica leaving her stunned.

Jessica crossed her arms and sighed sadly, "who triggers him now and what?" She then saw her necklace shine for a moment seeing what looked like a unicorn with wings made of green light before the light died down.

Jessica looked at it in confusion and said, "what did you just do?" she asked in confusion she then heard a ladies voice said, "I don't know how you did it but you called me!"

Jessica then turned to see an anodite in a robe and She said, "I am Verdona Tennyson and you are?"

Jessica's eyes widen at the lady before him, "your my boyfriend's grandma?"

Verdona's eyes widen and sparkled as she floated over to Jessica, "My little Benny is dating? How is he?"

Jessica blinked before saying, "You didn't hear about what happened to his mom? " She asked confused.

Verdona looked confused as her energy color seemed to flush to a bluer tone, "What horrible thing has Max not told me this time?" she said sadly as Jessica began to talk.

Later on Ben was Big chill sitting on top of the station looking out in to space the endless void calming him as he spoke to himself, "Where does it end? How many am I suppose to protect? How many others have I let down?" he asked himself holding the omnitrix icon as he teared up the tears turning into ice and floating away into space.

Verdona then showed up beside him and said, "Somehow your Jessica called me, and told me what Max didn't all the time's we've spoken this year!" Ben turned in shock as Verdona had a liquid like energy falling form her eyes.

Verdona hugged her grandson and said, "I'm so sorry!" She said sadly, before adding, "I've been trusting Max to keep me filled in, I guess he didn't but it's all my fault! I got bored and left my boys! Your wonderous emotions so alien to me and I just couldn't learn fast enough! By time I learned and could enjoy them to much time had past and I missed out on there lives and stayed away in shame! Time I have all of it so I didn't know my family had so little! I'm done running form that fact and my shame!"

Ben hugged his grandmother and cried as Verdona happily sadly said, "IF there is anything Grandma can do.."

Ben then whispered to her, "there is one thing grandma I have two friends who just went through a body change and need to learn how to use magic all over again"

Verdona smiled and put a hand on big chill's face and said, "look at you! hiding your pain and sadness and focusing on others! You are a true hero for that alone Ben never for get that!" she sound proud and happy.

Later on inside.

the six ponies turned humans were looking at there test scores and Pinkie jumped for joy her hair jumping back to life, "YES WE ALL PAST!" She said happily.

Twilight how by now had lost her horn and wings, looked form her paper to Rainbow dashes and said, "How did you end up with a better grade then me!" she yelled in shock horror upon her face!

Rainbow dash shrugged and said, "I guess I just got lucky!"

in a moment Pinkie smiled as her ears returned and her hair grow longer making it look like a tail as she yelled, "MAKING SPACE CUPCAKES HERE I COME!" she then ran out at high speed leaving an xlr8 like trail of different shades of pink.

Ben then walked in his hood off and said, "hi girls I found some one to help with the need to learn magic problem!" he said faking a smile.

Twilight jumped for joy and yelle,d "YES MORE LEARNING!" she sound happy as the other ponies rolled there eyes, then Fluttershy's eyes widen as she said, "What the!"

That is When Rainbow dash turned and looked at Verdona and she blinked and said, "What in the name of the sonic rainboom?" she asked in confusion, That is when Twilight turned to look at them.

Verdona put a hand on her chest, "I am an anodite, a lady made completely of magic!" she said almost proudly as Rarity's jaw dropped.

Applejack was shaking and said, "that's kind of ghostly lady!"

Twilight put her hands on her face her eyes sparkling as she looked around her, "amazing! Amazing! Amazing! Made of magic! Ben how do you know such an amazing Woman?!" She said in shock and joy!

Ben rolled his eyes and said, "she's just my grandmother!" he said flatly before leaving with all five ponies turned human in the world stared wide eyed at her.

Verdona smiled and said, "making made of magic my kind can turn into any other species with is a most do thing as thanks to a virus all our males died out, and the spark that makes an anodite is only active if the person with it, is the same gender as there anodite ancestor, there will be no more! My sons are human Ben is human, my granddaughter's Gwen and Sunny Anodites!"

Twilight's jaw dropped as she said,".. no words!"

Pinkie pie then walked in holding a cupcake platter with she put on a table she pulled out of nowhere and said, "Back with space cupcakes what happened?"

Rainbow dash point to Verdona, "this lady is made of magic and is Ben's Grandma!" Pinkie's jaw dropped and her eyes bugged as the pinkie pony yelled, "WHAT!?"

Verdona crossed her arms and smiled, "Verdona Tennyson nice to meet you now who are the two I need to reteach magic to!"

Twilight's eyes sparkled making her necklace glow and her horn and wings return as she grabbed Rarity, "it's us miss made of magic!" she said happily.

with that Applejack then walked off, Fluttershy sat down at the table to eat cupcakes, Twilight left the room pulling Rarity along as she followed Verdona, and rainbow dash sighed.

Rainbow dash looked around and said, "There has got to be something fun to do here! I mean it's a space station where they keep super villains locked up!" She said as she ran off only to stumble over her feet and lean on the wall to catch herself, "Horsefeathers! How do Human's walk on two legs? How can they be awesome enough to balance like this!?" She said as she slowly walked and sighed in depression. "Good think Scootaloo can't see me right now!"

Elsewhere Applejack was sitting down depressed sighing in a corner as Ben and Jessica walked by and in a moment Ben turned to Jessica and said, "I don't know how you did it but thanks for calling my grandma and I need you to hold up I see a hero is need!"

He then left leaving Jessica smiling as she said, "And he's coming back!"

Ben then walked over to Applejack and said, "So Applejack what's wrong?"

Applejack looked to Ben and said, "I don't think you would understand after all you chose to be in other forms and get your own back when you want!" she said glaring at her hand.

Ben then sat down beside her and point to the omnitrix, "then let me tell you a story when I was ten this was suppose to go to my grandpa but instead it jumped on to my arm right after it crashed form space almost killing me!" he with out emotion making Applejack turn to look at him in shock as her jaw dropped and she was staring.

The super hero then looked through the aliens, "I didn't know what it was so I became Heatblast by mistake in a forest!" he said as he stood up becoming Heatblast and Applejack's eyes widen.

Ben then spoke and said, "It went as well as you would think! But grandpa knew what it was and didn't tell me or Gwen till Vilgax showed up! I'm score about it, him speaking up could have helped me a lot after all I was ten and now forced to be a superhero! So no I didn't chose this Applejack! In fact I hate transforming a lot!" he then hit the dial becoming wildvine as he said, "I change form the inside out! As such my personality changes with the form! I lose myself when I transform in more ways then one!"

Ben then hit it again turning into Xlr8 as Applejack stared wide eyed as Ben said, "so I had it removed! I chose to not accept the destiny as the wield of the omnitrix! And for four years I was normal, but people were getting hurt, it couldn't manage it's self for one summer I should have knew it couldn't manage it's self for years!" he said sadly turning into rip jaws as he cried.

Ripjaws looked at his claws, "I want to put it back on but I was to a shamed of myself choosing myself over others! It wasn't till I saw an alien enemy in my granfather's home and him missing that I broke down and put it back on but it was gone for so long it reset I lost all my forms!"

Ben then became spider-monkey and looked to applejack as he said, "and got ten new ones I was back to square one! Against greater odds! After all the bad guys didn't take a four year time out they had gotten stronger smarter better and I was forced back to what I was on day one I was out matched out smart and out gunned!" he said crying as he added, "if Gwen didn't help me, and if Kevin had changed to the side of good I would have failed!" he said sadly.

Applejack was staring shaking with a tear running down his eyes as Ben returned to human and added, "I know this hits home as that element didn't ask you to be it's wielder. But unlike me it was made for you! you didn't get it because the delivery man send it to the wrong place! And unlike me when I change you clearly are still you! you haven't lost yourself in a new form! I would kill to still be myself when I transform!"

He then looked at it and sighed, "but that's guessing that this is me and the watch isn't the real me!" he then held out his hand and a teary eyed Applejack took it and hugged Ben as she said, "ah am sorry there Ben! You aren't what super heroes are like in our worlds comics!" She said crying.

Ben broke the hug and said, "that's because you guys clearly work on black and white! Good and evil! That way of viewing the world is flawed, because there is no black there is no white, just lots of different shakes of grey! A villain may do an evil deed because they believe it's for the best like Vilgax took over his home planet to end it's wars, then got addicted to taking over planets."

Ben then turned and added, "and a hero will always have to do bad things to save the day!"

Applejack then held her head thinking about sombra dying and discord turning into stone and she said, "horseapples those were pretty evil deeds.. but done for good?" She said confused holding her head as she looked to Ben leaving hand in hand with Jessica. "No wonder twilight didn't shut up about humans after that mirror trip! They ain't strange! They see things as they really are!"

Applejack then walked away and held her chin and said, "Ah wonder how Ben does it!? Between seeing what's really their and having to deal with losing himself for awhile?" She then remember Eon being another Ben and it hit her, ".. he may not be able to do he could lose himself completely .. leading to him becoming eon!"

Applejack's eyes widen as she cried and said, "I never would have though of that.." She held her necklace and said, "Did I pick up the ability to see the way a human does?"

to be continued. 


	6. Chapter 6

The next day it was the dead of night in the house next door to Ben the ponies where trying to get settled in.

Rarity was looking out a window at Ben's house and said, "I guess putting us next to him makes sense?" she said confused as she noticed an open window were she could see Ben struggling in his sleep, he looked like he was in panic and Rarity looked confused.

Applejack then saw her and walked over lowering her hat, "Ah did a little reading on humans three sugarcube. They can suffer form something Called post traumatic stress disorder here there own mind turns against them after seeing or going through something horrible, and after how long he's been doing this, Y'all best believe Ben's greatest enemy is his own head!"

Rarity gasped as applejack sighed sadly, " he probably doesn't even dream anymore, when he sleeps he probably is reliving some of the horrors he's seen! It's the down side to having a mind that can get an understanding of everything!" she then sat down on the floor and said, "I don't know how he does it!"

Rarity's eyes teared up as her necklace glow giving her, horn back in a moment it glow as did Ben who seemed to clam down and she smiled, "I hope this spell I use to use when sweetie was having nightmares works for being forced to relive one's worst memories!" she said sadly as she turned and left.

Applejack then got up and looked at Ben who start to struggle a little again, making her sigh as she said, "how do you do it partner?" she said sadly as she looked in the mirror at the alien face staring back at her, "at least I'm still me! How much longer can you say that?"

the following morning Fluttershy and Applejack where walking around Bellwood with Jessica.

Applejack crossed her arms and sighed as she asked, "why are we doing this again?"

Fluttershy then said, "we need more than one outfit AJ, I mean you could have gone with Carl Pinkie pie and rainbow dash if you wanted!" She said shyly as a bird land on her finger she smiled at it and said," hello little guy. What's your name?" She asked waiting for a response and blinked in confusion.

Jessica face palmed, "I don't know what it's like on your world but here the only intelligent animal as proven by Ben being able to turn into them are dolphins and white mice, but that as recent development." She saw the two ponies looked confused, "What you didn't know living things change over generations to either be stronger or smarter? It's called evolution after all you can end up with something completely different form where you started!"

Fluttershy looked sad as the bird flow away, "oh, sounds lonely here, no wonder you guys took to space so well, you where scared of being all alone." She looked sad at the idea.

Applejack then held her chin and said, "would you say tis evolution thing makes the new thing slowly but speeds up when you get the new thing?" Jessica nodded and remember the Alicorns and how two just magically came to be, and now more and more of them where happening.

applejack then blinked and said, " sounds like how the alicorn princess came to be, wait..Alicorns …all three races in one, there just the next step in our evolution."

Fluttershy blinked before raising and eye brow before frowning, "oh and here we though they were special."

In a moment they heard screamed and turned to see a large four eared bat with lion legs and a cat tail flowing letting out sonic screams making the three girls duck in to an ally way.

Jessica then growled, and said, "this has Animo all over it!" the two ponies turned human blinked in confusion and she sighed, "He is obsessed with Evolution, and sick of it's slow millions of years speed, and made a ray gun that turns animals into monster to speed it up."

In a moment Fluttershy growled in rage as her wings returned and she walked out to the large bat and stared at it and yelled, "YOU'RE EVOLVED SO GET YOUR FLANK DOWN HERE!" she yelled.

the bat frozen before landing shaking as Fluttershy got close to it making it shake in fear as she stared at it!

Fluttershy growled, "I don't care what a made man did you! it's wrong to take it out on things that had nothing to do with it!" She yelled roaring as she said, "You don't see Ben smashing all the machines on this planet after having to fight evil ones! So grow up! You are evolved so act like it!" she yelled in rage!

Jessica's eyes widen as she watched the bat shake and shiver as it lowered it's head and Fluttershy put a hand on her hip and waved her index finger at the bat like it was a child.

the Pegasus in human flesh then said, "You where given a mind to think with! To feel with! To create with! And you waist it on evil! You know I've seen a lot wrong with humans in the few days I've been here but at least they try to be good! They try to create not destroy! While you didn't even do that! How dare you scream about being better then them through your sonic scream! That's right I can understand you!" she said growling with rage and stomping the ground with one of her feet out of reflex.

the bat was shaking and shivering as She said, "NOW GO DO THE RIGHT THING AND TURN YOURSELF INTO THE RED SPOTS OR ANIMAL CONTROL OR WHAT EVER YOU CHOSE! YOU MADE YOUR CHOSE NOW GO FACE THE CONSEQUENCE OF IT!" She yelled out in rage.

A moment later the bat crawled away to what looked like a pound using it's hand tipped rings to put a muzzle on it's self before opening an extra large case and putting it's self in it, it then locked it's self in then throw away the key while shaking.

Jessica raised and eye brow as she said, "Well got dam!"

Applejack just blinked and said, "Wow nelly their flutters!" she sound shocked.

Fluttershy then went back to normal and shyly tapped her index fingers together, "sorry guys guess I should have asked where Animo was so we could punish him for hurting animals like this?"

All Jessica did was nod a yes in shock.

Applejack was frozen tell she looked into a window at one of those tv things to see reports of monster attack everywhere, "Ah think you'll have another chance to ask real soon there shy!"

Elsewhere.

Ben was Astrodactyl using his energy whips to knock back a bipedal pick in overalls with another pig head for a left hand as he said, "Really animal this all you got!" he then flow up to avoid gorilla with horse hoofs and a horse like face's fist.

the gorilla then growled and smacked the ground, "Get back here and fight like a primate!" and Ben's eyes widen in shock.

Moments later he felt a shock as some kind of claw hit his dial making him struggle to get it off as he saw Animo on top of a building holding a gun with a smirk.

Animo laughed evilly as he said, " do you like my improved mutants! I now longer need to use cybernetic to grant them intelligence but there level varies based on what they where before why Boxer is full sentient thanks to being an evolved ape!"

Ben then yelled as he opened his mouth and fired off a small energy beam at the claw braking it! "No I don't like them!" he said coldly.

Animo then smirked as he looked at his gun, "well now my disk got the genetic code for half of five aliens that'll do!" he then shoot Boxer making him yell as he grow a tail and an extra set of arms and roared as it shot a web form it's tail at Ben and used it to pull him down and slam him into the ground.

Ben then timed out form the shock as he looked at the omnitrix dial only for the pig to grab his arm omnitrix arm and Ben smirked as in a moment he changed in to heatblast and said, "Should have grabbed the other arm!" he then breath fire on to the pig's head making it back away and scream while rolling around.

Animo sniffed the air and said, "Smells like bacon!" He then shoot the Pig making it burst into more flames and take on a heatblast like state and squeal as it's head hand breath fire at Heatblast making him jump back and hi the dial

Ben became Waterhazard and fired water on the Heatblast big man only to be grabbed and crushed by form gorilla arms. The shock made Ben pass out and time out!

Animo laughed happily "I did it! I finally did it! Now Boxer come up here! And give me a lift!" in a moment the Gorilla held Ben in one arm before jumping up a wall running up it grabbing Animo in another and jumping off with him.

the big then ran off using it's hand head as a flame throw to torch building but a moment later it was hit by a fire extinguisher stream putting out it's fire as Jessica who was holding it growled her element glowing as she yelled in what sound like the royal Canterlot voice " WHERE ARE IS YOUR BOSS TAKING MY BOYFRIEND!"

The ghostly image of a horn and wings appeared on her for a moment as the Pig man shaked and shivered while squealed.

Fluttershy then walked up and said, "He said, Daddy is taking the alien to the farm to take what's in his watch!" she said translating.

Applejack growled as her pony ears returned and her hair grow to look like a tail and she said, "HOW DARE HE USE A FARM FOR EVIL!"

later on Ben awoken to see some kind of lab inside of a barn and looked around he was strapped to a table with some kind of tube thing hooked to onto the omnitrix then he looked to Animo who was working on his computer, "So what back to wanting the secret's of the omnitrix?" he asked.

Animo laughed and said, "First off when is the last time you took a bath you stink man! Second why yes and I now have them!" he said point to a screen that had a download bar on it as she said, "My tech has now hacked your omnitrix twice! While I only got fifty percent of five aliens form my mini claw my larger version has already download the genetic code for nine and a half for your aliens." He said proudly as he held his mutant ray and said, "And I got lucky and it hasn't download a double form the mini disk so I have nine complete and six one half Alien dna strains currently, grant it's hit a snag trying to understand with ever form it's on now but it'll get it and if not I have more than enough to jumpstart this plants evolution!"

Ben raised and eye brow and said, "ok that's impressive but when I bath is noun of your business! Also you forgot one thing as it's wearer I can change code commands, Omnitrix code mother!" In a moment he turned into Heatblast melt his restrains freeing him.

Moments later he throw a fireball at the computer destroying it Making Animo scream!

Ben then began to walk to Animo and said, "What's wrong didn't upload it into your ray gun?" he said mockingly.

Animo point his ray gun at himself and yelled, "My lives work ruined again! I'll tell you what I'll cut to the chase this time! He then shot himself!

in a moment two spider-monkey arms grow form his sides but they where scaled to a human body, his left arm became Heatblast! His boats ripped apart revealing FastTrack feet. Animo screamed as one of his eyes vanished and a track appeared on his face around the other one! Finally out of the sides of his head came feedbacks antennas.

Animo yelled in pain as he roared and charged off at high speeds punching Ben in the face with his Heatblast hand knocking him into the barn wall making the place go up in flames as he yelled, "I WON'T LOSE AGAIN! THIS TIME I'LL KILL YOU FIRST!" he roared in rage!

Ben hit the dial becoming Ampfibian as he fired off lighting only for Animo's antenna to absorb it and him to laugh but Animo stop when he notice Ben was only using one tentacle and was moving closer, and Animo wasn't able to stop as he was still absorbing the energy.

when Ampfibian was close he looked at Animo and mockingly said, "To move while absorbing Energy takes a lot of focus and will power, something you don't have and also as both ghostfreak and Ampfibian can phase through solid matter there phasing powers cancel eachother out! " a moment later three Tentacles where around Animo's neck and ben squeezed making Animo gasp for air!

Ben then looked at him growling, "I've had enough of you!.." he then let up on his grip his eyes widening in shock making Animo pant for air," .. But I'm no monster!" his three free tentacles instead hit Animo in the head knocking him out as the alien phased through the burning barn walls and he looked back as it start to fall down on to him, "he has ghostfreak and Heatblast powers he'll survive."

In a moment Animo phased through the rubble and screamed, "MY LAB!"

Ben timed out and looked at him, "you're the one who attacked me and burned it down! You're the one who turned yourself into a freak! But you know what it's Karma for all you've done!"

Animo yelled but while he did so his face took on a monkey like look as his other arm became feet back like before switching to fast track then heatblast.

Ben looked away as he watched Animo's head morph between the aliens who's DNA he had some times it was a gross mix between then as he said, "This is not right!"

that is When Applejack Fluttershy and Jessica showed up and Fluttershy fainted. Jessica turned green as she covers his mouth, "what in the name of all that is decant! "

applejack looked away eyes widen and shaking as Animo start to grow more limbs, "this ain't' right y'all! This ain't right!"

Ben covered his eyes, "he inject himself with five incomplete strains of omnitrix DNA he's unstable and rabidly morphing I know where this is going thanks to time travel! He's going to explode form the neck down and some how survive!

Applejack then screamed as her eyes widen, "SAY WHAT!"

later on Applejack was on the ground shaking as Jessica cried into Ben's arms, and Ben closed his eyes and held her as the police where taking away Animo's head in a jar away.

Animo yelled out, "I WILL HAVE REVENGE!" At that moment Fluttershy woke up and saw the head talking and passed back out.

Later on that night.

Ben was as sleep struggling in his sleep within his dream.

he was in a forest as Rath slashing at Vilgax, "RATH IS SICK OF YOU!"

Vilgax avoid the strikes, "But I've won Tennyson! You failed against me! You couldn't save the day! And even now I haunt you! You face me every night unable to win! The only time you got peace was when that unicorn in human flesh used her magic to force me away!"

Rath jumped back as he looked at him confused, "I didn't know that so how did you?... NO NO NO! IT'S REALLY YOU! HOW!"

Vilgax laughed as he said with a sick delight, "I told you I would never stop hounding you child! And I meant it!"

In a moment Ben awoke with a yell as he morphed to Blitzwolfer and growled looking around panting as he held his heart and said, "It was just a bad dream it had to be, but then again I can't say ghost are not real now can i?" he panted out.

in a moment Carl walked in and turned on a light, "you ok son?"

Ben looked to his dad touching the dial to become human, "Yeah dad, just a nightmare.."

to be continued.

pinkie pie then trotted in and said, "Sorry but I couldn't fit in to the story this chapter i'll be back next chapter." she then left


	7. Battle in the land of dreams

The next morning Ben who had bags under his eyes and was talking to rarity and he said, "Listen did you use magic to try and calm me down in the middle of the night?"

Rarity blinked in confusion, " yes how did you know?"

Ben sighed and held his hands together, "in my nightmare the thing that took away my mom told me!" he said shaking.

Rarity's eyes widen and her skin paled even farther, as she said, "Say what!"

That is when they heard Pinkie scream, "NOT EVNE DEAHT CAN STOP IT'S EVIL IT'S SOMBRA ALL OVER AGAIN!" She then clamed down and said, "I wish I could eat the script!"

Rarity then rolled her eyes at her friends craziness, "Well Ben I don't know what to say.." she said worried about this.

Ben looked at her and said, "I Can turn into a ghost so I know what this is! I know you are meeting my grandmother later so ask her what she knows in the mean time I'll just have to stay awake."

Rarity nodded and left to go meet with Verdona and Twilight.

Pinkie pie then smiled and said, "I know just what will keep you awake ben!" She then pulled out her one pony band gear out of nowhere and start to play.

Ben yawned and said, "I'm thankfully pinkie but I don't think it'll work!" he said his eyes closing.

pinkie then kept playing as her hair held a sigh that read, "I know I read the script but I have to try!"

in a moment Pinkie made her self louder but Ben still drifted off the sleep.

within his dream.

Ben was walking around a city the city he first meet Vilgax in his hands in his pocket as he said, "Vilgax come out I know you are really here!

Vilgax then came out sword in hand charging but Ben heard Pinkie's music and side stepped it, as he said, "I hear it while I'm dreaming."

Ben then made a fist and said, "right this is a dream my dream! That means I can do what I want!" in a moment he became ultimate Humungousaur and fired off his organic missiles at Vilgax knocking him back.

Ben smiled as he kept firing, "it's my dream Vilgax you can't win!" he yelled as Pinkie pie appeared beside him and said, "YEAH!"

Ben then looked at her, "ok did you just walk into my dream how?"

Pinkie smiled and said, "I'm still playing but now I'm whispering into your ear to give you ideas! Like say Alien-X!"

Ben then became Alien-x using it just fine no other personalities as he looked to Pinkie pie, then back to Vilgax who was now getting out of a whole in the ground and he said, "Just going to let anything you do go Pinkie!"

he then charged in Punching Vilgax in the gut making him scream!

in the outside world Ben was glowing as applejack walked in and looked at him, "What the horse apples is going on!"

pinkie was playing, "the bad guy who took away his mommy's ghost is haunting him in his dreams so I'm keeping him calm with my music while he fights it to knock the ghost out of his head, what does it look like?" she said as if this was the perfectly logical thing to think.

Applejack raised and eye brow before turning pale and saying, "Ghosts!" as she passed out on to the floor.

Pinkie then yelled, "Remember Ben! You're not alone!" she yelled happily as she played.

back in side the dream alien had summoned the Alien-x sword as he notice Skurd on his shoulder and he clashed blades with Vilgax slashing Vilgax's sword in half. In a moment Alien-x slashed Vilgax's left arm making it vanish and a star filled void within Vilgax's ghostly body became visible.

Vilgax stumbled back and he was yelling " WHERE IS YOUR FEAR!" he yelled as he fired eye beams only for Ben to hold out his sword and bounce them back at him as he said, "I have friends to keep me calm and focused now!" he said almost happily.

In the outside world.

the glow around Ben was growing as part of it was taking a form, when Rainbow dash walked in and her eyes widened as Pinkie said, "quickly Dashie! Ben's possessed by the thing that took his mother away! Help me with the exorcism or at least help me give Ben encouragement in his mental battle against the undead evil spirt of his arch enemy!"

Rainbow dash's jaw dropped and she ran over to ben so fast she left an after image of her hair as she said, "Awesome Now you listen here Ben! You are Awesome the awesomeest there is! Nothing comes close to you!" she said making the glow grow stronger.

back inside the dream, Vilgax was charging in growling only for Ben to Glow bright as he vanished and reappeared behind Vilgax, where Vilgax notice a hole in his chest spreading cracks in him.

Vilgax turned to see a human ben10 hands in his pockets as he said, "that's for my mother!"

back in the outside world.

Fluttershy walked in to see Ben glowing and some kind of green energy monster thing hovering on and over him and she screamed!

Rainbow dash who was banging on dumbs Pinkie pie pulled out of nowhere, "Fluttershy Come help us excursive this demon! Just encourage Ben to fight it!" she said.

Applejack got up saw what was happening and fainted again. Fluttershy walked over and whispered, "Hi Ben it's me Fluttershy I know I haven't know you for very long but .. I've never meet a nicer colt, or a more pure heart, I know it's in pain but friends can help put it back together. We're all here for you Mr. Ben." She said shyly.

inside the dream!

Vilgax's remaining arm broke apart in to five tentacles that he was using to try and grab Ben only for Ben to side step them in his human form where he held out his hand and fired of a steam of fire, "I say I'm ultimate ben!"

Vilgax was then knocked back as the Pinkie pie in the dream who was now in a green cheer leader outfit was cheering, "Go go Ben ten he's the men! If he can do it then one of the other him surely can! Go Ben ten he's the best group of guys!"

outside the dream.

Applejack got up and looked at the energy monster slowly coming out of Ben as she growled and said, "NOW YOU LOOKY HERE!" She said staring at the monster and said, "Ben has been through enough! He didn't ask for that think to take him when he was just a little colt! He didn't ask to have the weight of the universe over his shoulder! And he sure as Hay didn't ask for you to take away his Ma!" she said yelling and pointing at it, "He told me about you! how you took over your home world to end it's wars, then decide one world wasn't enough! If you weren't so greedy you wouldn't be dead right now! So was the price of your greed and evil worth it you no good sombra knock off?"

the energy monster just roared in her face making her pass out again.

Fluttershy was shaking while hiding under the table in the next room over, "It's not working!" she yelled worried, "wait I just remembered something!" she then took a deep breath and swallowed, "be like Ben focus on the what if you don't do this to motivate you into being brave!"

She then walked over to ben and looked at the ghostly being and gave it the stare making it freeze!

inside the dream the cracks in Vilgax where glowing yellow and pink ash he roared and said, "Do you think you've won! I will be back I will always return! Not even hell may claim my soul! As long as you are you! vilgax will always return to face you human!" he yelled in rage.

meanwhile outside.

Jessica Verdona Twilight and Rarity teleport in and Twilight held out a dream catcher, "we enchanted this to help.." she then noticed what was going on and blinked in confusion.

pinkie who was no in her cheer leader outfit was still playing, "We've gone with exorcism! Now either encourage Ben into fighting or do something magical to help us drive this thing out! It's a beast!" she yelled.

Rarity looked at the ghost being stared at by Fluttershy and walked over to it hands on her hips before pointing at him, "So you most be vilgax! I've heart about you! you rotten over grown plate of something a human world eat!"

Twilight then coughed and said, "seafood!" then coughed again, Verdona walked over to the ghost glowing her colors becoming more redish as she said, "YOU WILL PAY FOR HURTING MY GRANDBABY!"

her energy hair was now looked like fire as the Anodite said, "we will find away to make you pay!"

Jessica held her necklace and said, "come on I know you can do something to help my boyfriend! You helped all the other times!" in a moment she glow gaining Pegasus wings and a unicorn horn making Twilight's eyes widen, "she has the power of an alicorn how?"

Pinkie pie coughed and said, "Remember my lost princess theory?" She said while still playing her one woman band thing as she said, "I wonder what she will do this time!"

In a moment a burst of green light arced form her to Ben!

inside the dream.

Ben was now going hand to tentacles with Vilgax when Ben Saw the ghostly image of an alicorn behind him and he smiled as he said, "hay Vilgax I think I've found the way to be rid of you!" in a moment he touched the green energy Alicorn making it go into the omnitrix where made ropes of green light grab Vilgax and pull it closer!

Vilgax was struggling as he screamed, "NO THIS CAN NOT BE!"

Ben looked to him and said, "What did you always want the omnitrix? Be careful what you wish for!"

in the outside world the ghost broke off form Ben trying to run but the omnitrix glow and said, "Capture mode in use! And a light slowly began to suck it in!

Pinkie pie blinked and said, "Why do I feel like this is a reference to something?"

in a moment the light around Jessica vanished returning her to normal as they all watched the ghostly squid thing be sucked into the omnitrix making Ben wake up and the omnitrix display a new face icon one that was squid like.

Ben looked at it and sighed.

Pinkie pie then jumped for joy, "WE DID IT WE WON!" That is when Applejack got up and sighed, "No we didn't there pie!"

All the ponies turned humans turned to look at her and she said, "that thing is trapped inside the omnitrix, the monster is now part of Ben!" the ponies gasped.

Jessica ran to hug her boyfriend as he cried, "and it's soul is still part of the transformation with means just like ghost freak Vilgax can escape and use the omnitrix to give himself a new body to resurrect himself!" she said crying holding her crying boyfriend.

Pinkie pie's hair fell flat as she cried and said, "the bad guy can brake out and come back to life! That's not good that's not good at all!" she sadly said. Verdona then sighed, "We best get Ben to the base so we can use the tech to lock Gax away before he has the chance!"

Applejack lowered his hat as Twilight looked to her and Applejack said, "thanks to a one on one talk with Ben I start seeing things the way humans do, nothing is ever pure good and nothing is ever pure evil." She then walked away hands in her skirt pockets.

She then looked in the mirror and said, "Funny you ain't to Alien anymore oh primate in the mirror!"

later on Ben was looking though all of his Aliens on the base with a sad smile as he didn't see Gax, "yeah but how long will this hold you?"

Meanwhile within the omnitrix.

Vilgax in his original body once more was punching at a cell wall of chained over showing he was locked looking at the other samples in similar containers as he screamed, "I WILL BRAKE FREE TENNYSON YOU WILL NEVER BE RID OF VILGAX!" He roared in rage!

to be continued.


	8. One paradox of a Memory!

The next day.

Rarity was looking in a mirror at Jessica's house she was no longer dressed like her human counterpart she was now in a purple sundress with gem markings along the button, she clearly had on white stockings and purple high heels and had a white hand bag over her shoulder.

She sighed and said, "It looks nice but a hat would pull it together I mean honestly how could I forget to property accessorize with the bits.. I'm sorry dollars they give us, I mean honestly what was I thinking! I'm finally in my dream land a place were everything wears cloths all the time, and you don't have to be noble to not have to share a stallion or should I say man.. and I can't in look fashionable!" She said clearly annoyed.

Jessica then noticed some Gems on the dresser spilling out of a bag, she then looked at it and tapped it, as real yet she was complaining about not having anymore money that's when it clicked, "what we have hear as ironically you not grasping what's common and worthless on one world could be rare and worth a lot on another!"

Rarity then turned confused as Jessica throw the gem in the air and caught it, "Gems are rare on earth and worth loads of money and you have a bag full of them, there by you have a fortune setting around in your old saddle bag." She said spelling it out as Rarity's eyes widen in shock.

She then smiled and ran up and hugged her, "Why didn't anyone tell me this before! Come on where do we cash them in!"

Jessica put a finger to her hip and said, "First the best place are jewel stories or pawn shops, but I know a place where we'll get the most! But to do so we'll have to go to undertown!"

Rarity looked confused as she grabbed her old saddle bag full of gems and Jessica said, "there wasn't enough room to expend out, and up would have been safe at the time so they expand down, there is a whole other town below us!"

Rarity's eyes widen in shock as Jessica lead her out the door and town the street to what looked like a elevator out on the street, "I you seen elevators sense being here sense being here what do you think this where for?" She then hit the button.

Rarity shrugged and said, "I though it was for workers to fix pips" She then start rubbing the back of her head in embarrassment.

Jessica giggles and said, "It can be use for two things!" the door then opened as they got in and closed and they went down.

Rarity then asked, "So why don't we just go to one of those stores to trade these things in above ground?" the door then opened again and her eyes widen in shock at the aliens running the streets.

Jessica then smiled and pulled her along and said, "Simple! I know a jewelry story where the guy running it is form a planet were gems are even rarer so he pays more, I thought you would want the most for them!"

Rarity smiled and hugged Jessica, "I think we just became bffs!" She said happily smiling ear to ear, as Jessica let her to a store called Pakmar's Gem stones!

Rarity then walked up to Pakmar at the counter and said, "I take it your Pakmar, well.." she then put down a bag of Gems making Pakmar's eyes widen as he pulled out a jewels eyes as he looked at them.

Pakmar looked at a few of them up close, "Clearly not form earth yet real" he then put them back into the bag and put them on a scale and looked at it, "five pounds of gems nice nice!"

He then put the gem's back on the counter, and said, " I give ten thousand cash vouchers for each pound of gems take of leave!"

Rarity looked confused but Jessica whispered to her, "a voucher is the intergalactic stander of money you take it to a bank to get the money of that planet equal to the a moment on it you have five pounds of gems so that's fifty thousand dollars."

Rarity's eyes widen as she smiled and said, "Well sense the exchange rate form my worlds money and this one seems to be two of my planets coins is one of your dollars you sir. Have a deal!" she then shock pakmar's hand as the little alien hand her five ten thousand marked plastic cards.

Rarity smiled and held them and said, "Ok let's get back in that elevator and go cash this bad boys in I have shopping to do!" She sound so happy.

Later on while above ground they where going to a bank when they stepped back as a man in a ski mask ran out only to be grabbed by bandages and Ben as Snare-oh to walk out and say ," No you don't!"

That is when Ben noticed Jessica and Rarity as he died up the would be robber, "Oh sorry for the scare girls just finishing up something!"

Rarity blinked before noticing the omnitrix dial and saying," oh you're a mummy, well is it safe to go in because I need to cash something!"

Ben nodded and said, " yeah it was just this guy trying to use a fake bomb to rob the place!" he then held out a red bar of soap and said, "he made it out of soap!

Jessica then walked in with Rarity and said, "well at least he came clean!"

Rarity rolled her eyes at the joke, but her eyes widen when Ben chuckled at it. " you two are perfect for eachother you put up with eachother's surprising weirdness and clearly share the same sense of humor!"

Later on Rarity was leaving the mall lots of shopping bags on her arms and a new white sun hat on her head along with sunglasses and she smiled and said, "best day ever!"

Elsewhere.

Ben was in the park sitting on a bench talking to Jessica. The bags under Ben's eyes where still there but better.

Jessica looked at her boyfriend, "At least your looking better." She said happily holding his hand.

Ben held it back and said, "I'm still having nightmares it's just no longer always Vilgax." He said before looking at her, "And what about you? your little charm out of nowhere gave you magic and now Pinkie pie is saying you're a lost princess?"

Jessica snuggled in to his arm, "We've Seen weirder and besides You're with me so why would I be scared," she closed her eyes and smiled happily. Ben smiled happily at her happily.

Meanwhile back in Equestria in the Canterlot castle.

Luna was landing on a balcony to see her worried sister, "Sorry but Discord wasn't free to speak for his Father was visiting him!" she said sound weirded out by it.

Celestia's eyes' bugged as she said in shock, ".. he .. has .. a …dad..?!"

That is When Discord appeared hanging upside down to her left and said, "What Everypony has parents!"

Celestia jumped back and bumped into someone and turned to see Professor paradox who said, "I'm deeply sorry for the trouble my little Disy caused you!"

Discord then appeared and poked his dad's chest, "Dad how many times to I have to tell you don't call me that!" he said angry!

Celestia then looked between the father and son and backed away, ".. Why does this make sense on some strange level! Well then nice to meet you Mr. Discord's father."

Paradox laughed and said, " My name is Paradox, Professor Paradox, Princesses and my how you have both grown, last time I saw you, you where just a little fillies."

the princess looked confused till he pulled out a picture of paradox and a foal sized discord on his should with Star swirl the beared who was looking at the sleeping foal forms of Luna and Celestia.

The princesses looked at the picture before noticing themselves they where under a Blanket and under said Blanket was another horn, a brown one with some parts of a red mane visible everything else was hidden by Blanket.

The Princesses looked at it confused before paradox pulled out a strange glowing cube and sighed, "I'm sorry but my dear friend Star Swirl asked me to preform a memory whip, on you two, the pillars himself and all of Equestria till the time of prophecy was near." He then smiled ," So now I'm happy to return to you the memories of your other sister!"

The princesses looked at eachother and said, "Say what?" in a moment the cube broke and the Princess remembered.

Flash back.

it was a logn long time ago, Celestia was such a young filly she only had pink hair no cutie mark but she could walk around and talk she smiled as she looked at Luna Crawling around giggling, then walked over to a basket.

in the basket was an alicorn filly much younger then Luna, she was sleeping soundly, she had a red mane and tail, light brown fur, and the feathers on her wings appeared to be a little darker in color as she snuggled into the cushion in the basket her eye opening for a second to show bright yellow eyes.

Celestia smiled happily and snuzzled the sleeping little filly, "Silly little sister!"

that is when Paradox with a foal sized Discord on his should walked in talking to Star swirl as he said, "Star Swirl I've know you for a long time and I must say this is your worst idea ever!" he said.

Star swirl point out the window at a large black mass with small eye like green orbs oozing across the land some time forming a slimy limb to grab something, " We don't have a chose!"

Paradox crossed his arms something discord copied as he said, "Do you have any idea what you are doing? You are talking about banishing a child to another world to lock up that thing! The coast is to high!" he said angry at the beard unicorn! "How could you live with that! How could Luna and Celestia still call you father after coasting them there baby sister!"

Celestia then looked at them in shock and start to cry.

Star Swirl then stomped the ground and looked at paradox, "It won't be able as I'll have you whip everyone's memory of all this you her, the monster humans, they'll happily go about there lives! He said making Celestia cry.

Paradox growled something Discord copied as he said, "Are you insane? Even if you do do this it'll still brake free sooner or later! And beside that that kind of spell would leave me unable to return to this place of reality! Leaving this realm unable to travel to for thousands of years discord was born here! Your plan would be leaving my son all alone! I won't do it!"

Star swirl sighed, "you don't have a chose I put a potion in your last cup of tea! That makes who ever drinks it do one thing the crafter wants them to weather they like it or not you have no chose!" he yelled making Celestia cry and Discord roar in rage.

Paradox was shaking as his hand start to move and glow as he said, "you won't get away with it, I will make sure She returns to her sister! I'll make sure you pay for this crimes, and when that thing returns I promise you when it returns form this, the princess of the stars will bring with her the key to destroying that thing for good back home with her!"

All the young celestial could do was cry when she looked at the red maned sister of hers and start to forget who she was.

End flash back.

both princess where in tears.

Discord crossed his arms and said, "and as his son I wasn't affect, why do you think I attack the pillars and want to throw the place into chaos! The spell was order based enough chaos could have broken it! I could have restored everyone's memories. That's the thing with you ponies you don't understand true chaos isn't a think it always has a pattern and a reason!" he said sadly.

Luna was in tears as she turned to the stain glass involving the pillars and she growled and fired on it braking it!

Celestia trotted over to the stain class with images of her and her sister as foals she noticed between them was there other sister and she cried, "it was always there just hidden form our minds by Star swirl! She was always there staring us in the face!"

Luna was in tears and yelled out," I WILL BEAT STAR SWIRL WITHIN AN INCH OF HIS LIFE!"

Celestia cried and looked to her sister, "I will join you dear sister! For our sister." She sighed, as she trotted along side Luna crying as memories of that day replayed in her head.

Discord crossed his arms, and looked to his dad, "So before we go enjoy star swirl getting his jest deserts how long before blobby brakes free form his horrible stupid sloppy containment and how long before Ben gets here to wreck said Blob!?"

Paradox then rolled his eyes, "Son you of all things should know the omniverse is to chaotic to read like that! They'll arrive before it is free that is all I can say."

Discord then put a gum ball in his mouth as he said, "Well then off to go watch Star swirl get what he deserves!" he then vanished along side his father.

to be continued.


	9. Ben10 vs the evil King!

The next day.

Rainbow dash was walking down the street with a hand to the building as she was still shaking on her legs and she growled, in anger and said, "Every pony.. everyone else got it already why the hell can't I even walk right?!"

She then looked to her right to see Ben as Arctiguana breathing ice on some large lizardman with six arms and white hair in a crown and black cape.

The lizard covered his face as he backed away and screamed, "COLD COLD! KING KOIL NO LIKE COLD!"

Ben then jumped breath ice making a crack he slide down to punch the lizard in the face knocking the cold lizard man out where he timed out and landed on his human feet.

Rainbow dash's eyes twitched, "HOW DOES HE DO IT!" she screamed, "HE CHANGES BODIES EVERY FIVE SECONDS WITH NO PROBLEM WHILE I CHANGE ONCE AND I CAN'T EVEN STAND WITH OUT LEANING ON SOMETHING!" She yelled in rage as she cried.

Ben then crossed the street to her and crossed his arms and said, "Dash your fighting it to much!" he said making Rainbow dash looked confused as Ben said, "A body has instinct that tell it what it can and can't do and gives a small guide on how to figure them out. Your fighting human instinct to keep to your pony ones. Pony instinct don't know how to use hands or walk on two legs Dash! Just accept your not a pony and let the new body guide you, it's what I do when I change into a new form!"

Ben then put his hands in his pockets as Rainbow dash blinked she leaned off the building and stood for a second.

Dash looked at her legs, "Ok human body.. you take the wheel!" she then slowly put one foot in front of the other she wasn't shaking making her eyes light up brightly. She stumbled for a moment but she did not fall.

Rainbow dash looked back to Ben who was now Xlr8 and he said, "See told you, you can't fight change!" he then raced off.

Rainbow dash raised and eye brow as she walked around slowly something that made her feel weird, but she looked around arms crossed, she looked down at her arms she didn't even think about that action as she blinked and said, "So I was fighting it? That was my problem? Is my ego so big I can't handle change?" she blinked while putting her hand on her chin again she looked shocked as that gesture was made on reflex, "I guess so?"

She then walked off now just fine as she made a turn at a corner and spotted what looked like black mist in an alley and went to check it out and noticed in the mist there was eyes and it spoke in a voice she knew and was scared of, "I wasn't aware the elements of harmony had counterparts in this time line!"

Rainbow dash jumped putting her hands on her face as she ponied up giving her back her wings as she yelled, "KING SOMBRA!" she then flow off making a sonic rainbow in the middle of the city making everyone stop to look at it in the air.

Elsewhere Ben was in the park with Jessica when he saw the rainbow shock wave he noticed it made Jessica's necklace and the omnitrix shine for a moment.

In a moment the Ponies and human bodies where put next to them in Rainbow burst till they where all together and Rainbow dash stopped flying making her wings vanish as she panted out, "Sombra shadow thing here!"

Twilight and the other element's eyes widen leaving Ben and Jessica confused, Twilight noticed this and was about to speak but Ben stopped her with a finger to the lip and asked," Let me guess generic want to take over the world dark wizard?" he sound bored.

Twilight nodded a yes and Ben removed his finger form her hip and said, "Ok then!"

In a moment they heard a girlish laugh and looked up to see what looked like midnight sparkle but the horn was solid and her wings were purple and Twilight looked right at her gasping and eyes widen.

Midnight rolled her eyes, "Star whirl was wrong about most of his theories you can meet your self just fine. You know my counterpart but let me make it clear I'm not some goodie good princess!" she said crossing her arms as she said, "I am a queen! Queen Midnight sparkle wife of King Sombra!"

the ponies turned human's eyes widen as they shivered in horror at her words and Twilight grabbed her hair and screamed, "ME AND SOMBRA! NO NO NO! I KNOW EVIL MES ARE A THING LIKE THE EVIL BENS BUT WHY WOULD YOU MARRY SOMBRA!? WHY!?"

Midnight sparkle chuckled to herself as she held her hand out and fired a large fire looking pruple Mana blast down wards only for Ben as Terraspin to jump in front of it the Blast hitting him and then vanishing leaving everyone shocked.

Applejack ponied up as she raised and eye brow, ".. Ben why didn't the magic energy ball hurt you?"

Pinkie was also ponied up and confused, ".. Can this guy do me kind of things?"

Rainbow dash looked at him in shock her wings back as she said, ".. how can you have the I can tank dark magic level of awesome?"

Fluttershy just blinked and rubbed her eyes before she looked to her wings and asked, "What happened I blinked!"

Twilight's eyes widen In shock she was also ponied up looking at Ben stunned, "How?"

Rarity also ponied up form being scared of the blast just blinked and said, ".. are we really going to be shocked by this?"

Jessica who now had wings and a horn rolled her eyes and said, "Terraspin's race have anti-magic shells! They are magic proof!" in a moment all of them gasped.

Midnight's eyes widen as her jaw dropped five seconds later Ben was spinning through the air and hit her in the head at high speed with a spinning flipper knocking the evil alicorn in human form back till a large mass of smoke appeared and grabbed her out of the air.

Midnight looked to the smoke her head spinning as she said, "Dear the turtle thing is a shape shifter who is magic proof and he just hit your wife in the face!" she was tearing up looking sad holding her bruised check as she cutely said, "please kill him for me!"

in a moment the mist put him down and it formed a head looking like King sombra's for a moment it's horn glowing making crystal spikes pop out of the ground making Terrapsin hi the dial to be come xlr8 to avoid them.

Xlr8 then avoid them, "using magic to make weapons yeah that's a loop whole in the anit-magic shell. " he said in shock but he avoid them so easily he was now on sombra where he turned back to Terraspin and slapped the mist making it hit the ground and change into something else.

on the ground was a dark grey skinned human with a large amount of messy black hair and a red horn with a silver horn around it. He had a large red cape, silver knight like armor with clawed Finger parts. His feet armor was modeled after horn hooves as he got to his feet his red eyes with green sclera and purple mist flowing out the sides stared at him then to his hands, "You knocked me out of my mist form and I can not return to it!"

His hands then glow as Sombra growled looking to the frozen elements and the other humanoid alicorn with them, "they aren't even trying to fight back! Clear they don't view us as a threat to you! That gives a great deal of inside on you!"

in a moment Ben was Chromastone and fired off a rainbow blast at Sombra making his eyes widen as his hands glow black with green bubbles summoning dark crystal wall In front of him to block the attack.

Sombra's eyes then widen as the crystals where cracking making him jump to the side as they shattered form the blast, the blast where gone but where he was there was now crystal shrapnel that would have horrible wound him or worst if he had not jumped!

Ben cracked is knuckles as he spoke in a mocking tone "And your plan was just to strike me as mist that couldn't be touched! You thought being invariable was the same as invincibility so you have no back up plan to fall back on now that I've taken it form you!"

Moments Sombra raised his hand firing off waves of black crystal spears only for Ben to turn into upchuck and eat every last one making him enlarge a lot.

Sombra's eyes widen in shock as his jaw dropped showing his mouth full of fangs in the air his wife was like wise jaw dropped eyes widen.

All the ponies turned human where also wide eyed.

Jessica smiled and said, "watch now he spit them back out as explosive slime ball!" she said almost happily about it making every one around them yell out" SAY WHAT!"

in a moment Uphuck spat out balls of slime thousands of them till he was back to his normal size.

Sombra was forced to cross his arms to summon a crystal dome around himself as the balls of slime explode on impact all around when the smoke cleared Sombra's eyes widen he was in a purple mana dome that was holding back large crystal fragments.

In the Air Midnight sparkles hand was glowing before she stopped it making the dome around her husband vanish.

Twilight was blinking in shock as she said, "this guy gave us trouble?" she said stunned at how Ben wasn't even trying in this fight!

Pinkie pie jumped and said, "Girls! Join hands we can use the blast now that Ben had both bad twilight and Sombra on the ropes!"

All seven girls nodded and joined hand Jessica looked nervous but the elements all even glow as the blast of rainbow energy charged behind them!

Midnight saw this and smirked evilly as the blast was fired she jumped in front of it and grabbed it making it stop shocking the elements, as she laughed, "Silly fillies! I'm the element of magic too meaning I can control that elements energy even if used against me! And as this blast merges all the element's energy seventh elements or not, I can high jack all that power through my control over magic! The stupider me should have stepped out and let number seven fill in for magic!"

Twilight sighed and looked down crying as her evil double make the blast double in size and it's colors invert.

Midnight smirked as she throw the now corrupt element of harmony unit blast at Ben as she said, "Nothing can stand against the elements not discord, not my husband, not Tirek so a changeling like yourself as no chance magic proof form or not! The blast will adopted to find a noun direct way to hurt you!" she then laughed evilly holding her sides.

As the blast went to Ben Jessica yelled out in tears, "BEN!"

in a moment the omnitrix glow turning Ben into a new alien and the new transformation yelled it's name" SHOCKROCK!"

in a moment ShockRock held out his hands grabbing the blast making it's energy slowly drain form it into the blue light parts of his body Making Midnight's eyes widen as she watched Ben hold back the blast and absorb the power, "you don't have an element it's impossible for you to do that!" she yelled out like a child throwing a fit!

Ben smirked as he finished absorbing the blast making the Ponies all cheer, Pinkie had some how got into a green cheerleader outfit and was doing a cheer while singing.

Ben smiled as his hands glow with large balls of Rainbow Mana as he said, "Lady I'm Ben ten nothing is impossible for me!" he said happily as he put his glowing fist together," I take it you came here by magic so let me brake that magic and send you back home!" he then smashed the ground sending out a rainbow mana shock wave.

the shock wave hit Sombra and his wife making them start to fade as Midnight yelled out "I WON'T LOSE!" she then made her hands blow adding black and bubbles of Green to the shock wave making Ben Jessica and the ponies star to fade as well.

Ben was in shock But Midnight laughed and said, "you may have convert the energy to something new but there is enough of an echo of the element of magic for me to make this banishing spell affect you as well! You eight won't wind up in me and my husbands realm but it's still a draw! AND YOU WILL PAY FOR FIGHTING US TO A DRAW BEN TEN!"

In a moment all Ten had vanished with the shock wave.

in another dimension.

Midnight sparkle was back to being an alicorn pony in armor matching her husbands but with out the cape and on her head was a crown that looked like a dark grey metal and red gemmed version of the element of magic.

she was screaming, "FIGHT US TO A DRAW! HOW DARE HE NOT DIE HOW DARE HE DRIVE AWAY OUR PLANS OF TAKING OVER THAT WORLD!" she was screaming in rage!

Sombra back in his normal form had a smile on his face, "Oh my darling you are so beautiful when you are angry!"

Midnight rolled her eyes and said, "Now is no time for your sweet talking honey!" she said pointing at him with a hoof, "He shamed you by removing your shadow form and made us both jokes I want a counter or your sleeping on the couch for a month!" she yelled.

Sombra growled and said, "Dam it I love you! I shall return!" he then made his horn glow as he stepped into a red portal and it closed then when another one walked in he walked back in holding in his right forehoof a crying whole that had a green coat and brown mane and tail and through his magic a metal orb.

Sombra smirked and said, "I found out about him his power come form a mix of being descendant for a race literally made of magic human cunning something one is born with and can never learn and the omnitrix. This foal is one of his counter parts, and in the orb is a version of the omnitrix."

Midnight smiled happily as she took the crying foal and rocked him, "right you are and yes this is perfect we use our magic to make him our genuine heir to over come that stupid spell Celestia casted on us that stops us form having one, we raise him we give him a dark magic corrupted watch and bam we have the son we always want and our own Ben10."

The foal stopped crying as it was rocked to sleep and Midnight smiled brightly as she said,"Oh this is so wonderful, he's going to be such a nightmare, Oh that's it we'll name him prince nightmare vile!" she said oddly motherly.

Sombra smiled brightly, "I knew you would love it my queen!" he sound so happy it was creepy.

to be continued.

Pinkie pie in human form then showed up and said, "I better still be getting my space party!"


	10. To beat the eternal night part one!

In another dimension.

Rainbow dash was opening her eyes to see hooves as she got up on all fours in pony form looking at her five friends like wise back to being ponies, "Great just when I get use to two legs I'm back down on all fours!" she said ticked.

Pinkie pie stretched and said, "I know you never realize how gross eating with something you keep putting on the ground is till you stop doing it! Also how knows how many chapters till I get my space party now!" she said likewise unhappy.

Rarity ignored pinkie for the most part but she said, "Why yes pinkie why do you think I always eat using my horn to hold a fork?" She then adjusted her mane and said, "I don't think this is the right Equestria though!"

Fluttershy stretched her wings and adjusted herself and said, " Yeah!" she looked around at ruined buildings and added, "well at least I hope it's not the right version of home!"

Twilight light up the dark area with her horn as she looked up and said, "Night ruined buildings not liking where this is going girls!" she said nervously.

Applejack was shaking and said," I think this is creepy y'all what do you think Ben!" she then turned to see Ben now a light green unicorn with brown mane and tail the omnitrix symbol as his cutie mark and the omnitrix around his right hoof.

Ben was looking at Jessica who was a head taller then him with a loner horn, drown fur, red mane and tail, her element had taken on the form of a crown like twilight's she some how also had emerald hoof shoes and a emerald colored peace of gemmed jeweler around her neck her horn was longer then ben's. She had a green star for a cutie mark, and most importantly the large majestic wings at her side that soon fold up.

The Mare's Jaws all dropped in shock as they looked at her.

Rarity gasped, "Pinkie was right Jessica you are a lost princess! Other wise you won't be an alicorn right now! You're a princess like Twilight!"

Jessica's eyes widen but in a moment Ben kissed her hoof as he said, "So you are my Princess what else is new?"

Jessica blushed under her fur as the other mares gasped at how cute that was.

Rarity smiled happily, "truly you are a gentlecolt Ben!"

Rainbow dash blinked and said, "you did not miss a beat on that I mean that was Smooth dude! Super smooth!"

But this was cut short as they heard something moving towards them and noticed a slow moving ponies shuffle and limping towards them as they got closer they were covered in blood and missing parts and when they got even closer they noticed missing chunks of fleas hand soulless eyes.

Pinkie then screamed, "ZOMBIE PONIES WE'VE LAND IN EQUESTRIA OF THE DEAD!" She screamed running around her friends in a blind panic as she yelled out, "WHY!" She was in a cartoonish amount of tears scared.

Ben Then touched the omnitrix dial and in a moment he was Diamondhead who was still bipedal and he rose up crystal spikes through the ground in to the zombies coming towards them and made some more spikes through them to make them traps for the ones he couldn't see.

Applejack stopped and said, "How hold on there a moment partner how come Ben's transformations is still bipedal and we've been dropped to all fours?" She asked confused.

Twilight then said, "well now first let's run second clearly the change only affects humans and ponies when crossing over into there respective worlds!" She said running with her friends as Pinkie yelled out, "SOUNDS LIKE SLOPPY WRITING TO ME!"

Pinkie was in tears and jumped onto Ben's back and said, "Don't let them eat us Ben! I don't want to be zombie snakes!" in a moment there was Zombies in front of them but Twilight and Rarity and out of reflex Jessica all fired on them with mana blast killing them.

Diamondhead then noticed some coming form a cave and quickly summoned a diamond wall to close it off keeping them inside it

But more and more where coming out of ruins and the woods.

In a moment Jessica's cutie mark glow with her horns and the stars I the sky as Rarity said," wait a minute Jessica I think you're the princess of the stars!"

In a moment the stars gathered together creating a large spot light on this ruined town or village or city or what ever it was and in the light the Zombies yelled retreating to any darkness they could find to hide form the light.

The spot light lit up the area like it was day time it was the remains of Ponyville now ruined the plants all dead buildings destroyed and bones scattered everywhere.

In a moment there was a yell of a male pony who said, "WHO DARES RUIN MY NIGHT WITH DAY LIGHT!"

they then turned to see what looked like Blueblood but he was as tall as Celestia, his coat now black as knight his mane and tail now an ethereal blue energy that float like blood off him, his horn was curved and spiralless, and he had large bat like wings at his side his mouth was in a growl to show rows of fangs.

Rarity screamed in horror and said, "Nightmare moon and Blueblood one in the same! This is the worst thing ever!" She said while crying," anyone but Nightmare blood!"

Ben and Jessica looked to Rarity and said, "I think we are going to need some context to understand this!"

That is when Nightmare Blood notice the couple Diamondheads who timed out into a unicorn and the Alicorn princess he then looked to the other six and said, "I killed you six and eat your flesh!" He then looked back at the other two, "And who are you two! And what his the colt!?"

Jessica tried to look brave as she blurted out, "I am Jessica Jackson princess of the stars!" she yelled out trying to sound brave!

Ben touched the omnitrix turning into NRG and he said," I'm Ben10 Alien shapeshifting superhero!" he then fired a radiation blast at Nightmare Blood knocking the dark alicorn back!

In a moment he took to the air and fired a large blast of darkness form his horn only for the seven elements of harmony to form a dome that protected them.

Nightmare Blood growled and said, "the legend of the lost princess be true!" he growled in rage.

Pinkie pie was crying," did he saw he eat us!?" she said crying.

Twilight stomped her hoof and growled, "So that's why the zombies ran form light nothing but darkness is behind there making!" She said in enraged as she yelled form behind the dome, "YOU LOOK HERE NIGHTMARE BLOOD! I'VE HAD A HORRIBLE TIME TAKEN FORM MY HOME AND THROW ACROSS TWO BUCKING DIMENSIONS! SAW AN EVIL ME THAT MARRIED SOMBRA! SOMBRA! NOW I'M IN MY HOME DESTORYED BY AN OVER GROWN JERK! I AM ONE PARDON MY HUMAN PISSED THE FUCK OFF PRINCESS!"

In a moment the Dome vanished as did the darkness blast and Twilight fired a massive mana blast at Nightmare Blood knocking him out of there view far far away.

Twilight then yelled in rage screaming for a moment as she ran around yelling.

Pinkie was about to do something but Jessica unfolded her wing and said, "No no let her get it out of her system my spot light will keep us save for now!"

Rarity was still crying as she said, "Blueblood! Why him!"

Rainbow dash looked to Ben and said, "Can't you just get us out of here?"

Ben then looked to her, "and let the bad guy have a world no way! We're beating this jerk and saving the world!"

elsewhere in a castle.

Nightmare blood was through throw a wall into it as he got up and trotted off looking at his now broken left wing as he growled, "They dare return to hound me!" he said ticked as he walked into a room of skulls with names on them looking at the element of harmony skulls, "they are still here so what is going on!" he screamed in rage!

Nightmare blood then walked over to a full body skeleton of celestial she even still had her jewelry on it and he said, "Oh auntie! After all the work I did to remove day it now shines in one part of my kingdom how long before my undead servants are destroyed in there weakened state by them and how much longer till the ugly living find this save heaven and rebuilt there horrible trash of a civilization! All my hard work ruined! By your lost sister!"

Nightmare blood growled, "I don't care how odd your name is Auntie Jessica I will kill you and that little Alien pet of yours.. what even is an alien anyhow?" he said changing form mad to puzzled mid-sentence.

The male alicorn then trotted away to a crystal ball to see them all still in the shining bright town Twilight still throwing her fit through it as he said, "What is wrong with that mare?"

Back in the town.

Ben was upgrade and he said, "I have killed all the zombies with laser vision Twilight time to calm down!"

Twilight then screamed, "DON'T YOU TELL ME TO CALM DOWN!"

In a moment Ben turned into Greymatter and hopped on to Twilight's back and touched a spot on her neck that made Twilight relax as Greymatter said, "stress relief pressure point!"

Twilight sighed happily and said, "Thank you! I need that! Ok plans! We need a plan for nightmare blood and plus all the stars are shining over here so it'll be darker and more zombie filled when we leave!"

Fluttershy then rubbed her left forehoof with her right as she said, "Well I have a though, it doesn't matter if it isn't shining over us the sun can't be destroyed without destroying everything near it .. yeah I paid attention in the sic entice class we took .. but the point is the sun most be shining on one side of the plant with is probably on fire by now.. I know we can't move the sun as no one here is Celestia but what about moving the planet?"

the others looked at her before anyone said anything Greymatter rubbed his chin and said, "That could work!"

Everyone looked to him and Ben Jumped off and said, "Look this is a geocentric system the planet doesn't move everything most move around it. But if we could build up enough magical might to even move it an inch we'll throw the system out of whack making it orbit around one of the two celestial bodies around it. We know the sun is on the other side so down and to the left or right should get it spinning around the sun making night and day return not right way it would be a six month six month thing but I could work!"

He then timed out.

twilight blinked and said, "Well Darn! He's right!" she said checking some calculation Greymatter wrote in the dirt while he was speaking. " Ok it takes one princess to move one heavenly body and we have two!"

Jessica gasped as she said, "but I Don't' know how to do magic! I'm been running off of instinct!" she said scared but Ben nuzzled her and said, "Jessica I run on instinct every time I change! Trust me you can do this just let the new form and twilight guilt you!"

In a moment Twilight's horn glow and the ground glow that color of her magic as she said, "Come on Jessica put that royal sister heavenly body moving power into the ground just focus on boosting my spell and I'll guide the it!"

Jessica closed her eyes breath deeply and relax as her horn glow green making the ground glow green before the green merged into twilight's magic making the ground shake below them making everyone fall.

when Pinkie got up she point and said, "LIGHT!" she said pointing to the west to see light brightening up the night sky that way the planet was moving even the star spotlight was moving away form them a little.

Rarity smiled and said, "No more eternal night that's half the problem!"

All over this Equestria ponies in safe zones looked out as Zombies ran form the coming light must of them crying at the sight of the rising sun!

Elsewhere in his castle Nightmareblood screamed in rage, "HOW HOW DID THEY MAKE THE SUN RISE!?"

elsewhere where back in Ben's home dimension.

Max knocked on his son's door and when his son opened him he hand him the papers and said, "you past Son welcome to the plumbers!" Father and Son then hugged happily.

to be continued.

Jboy44 "to my guest reviewer no I don't plan on doing that story you suggested but it is a good idea so maybe some day "


	11. To beat the eternal night part two!

In Ben's universe on board the plumber station locker room

Carl was in a plumber uniform smiling as he picked up a blaster and looked at himself in the mirror to see his dad walking in and he said, "Hi dad what can I do for you?"

Max crossed his arms and said, "I don't get why you didn't tell Ben you where taking night classes to become a red spot for the last few months?" he asked confused.

Carl didn't turn around as he said, "He would have tried to stop me, he doesn't want to admit it but he needs help! And besides if I had a working plumber weapon I could have saved her!" He said with a sigh as he remembered Sandra for a moment making him whip a tear.

Max looked to his son and put a hand on his shoulder," Son she's gone you can't save her!" he said sadly.

Carl knocked his father's hand of his shoulder and turned around to leave to go on his first patrol, "No but as Ben would say I can still save everyone else to make it up to her!"

Carl then walked out with out even looking at his father.

Verdona then appeared crying and hugging Max, "Our baby boy is hurting!" she sound sad.

Elsewhere back in the nightmare blood timeline in side a forest

Rainbow dash was flying through the air undead Pegasus behind her some how still flying despite the fact most, had no feathers of flesh left on one or both wings or a few only had one wing to start with as she screamed, "HOW ARE THEY FLYING!"

Twilight was up in the air firing on them with her horn as she said, "Well flight is passive magic, I guess wings are just for steering and take off doesn't really matter what shape there in, but then again the flight magic could be twist by the reanimation!" she said more curious then scared.

Fluttershy was crying as she ran on the ground undead earth ponies but while trying to keep up there legs broke off making them fall and stay put as Pinkie Pie ran up some how holding a cartoonishly large mallet in her fore hoofs and she quickly smashed all the zombies while screaming, "DIE ZOMBIES DIE DIE DIE!"

Rarity was hiding behind some magical diamond shaped shield as some undead Pegasus tried to dive bomb her and she notice one of them's cutie mark and said, "NOT THUNDERLANE HE WAS THE CUTIEST WONDERBOLT!" she yelled in horror.

In a moment a massive green energy blast burst past her shield as Jessica the one who fired it stomped the ground," Focus!" she said annoyed!

Applejack was running around scared as zombies chased her only for her element to glow making tree roots pop out and impale the undead in the head making her stop and look at her element, "Wait wait wait you all give us magical attacks? Do ya'll know how useful that won't have been in almost everything we did?"

Ben was Graveattack using his gravitational field to make zombies that got to close to him smack into eachother killing each, "Different reality different laws of physic applejack, as such the element and omnitrix will work slightly different while out of there home realities."

Twilight was flying in the air shooting more flying zombies as she rubbed her chin with her hoof, "that explains the if you will ponying up affect they have been giving us while using them to restore our old abilities to our human forms, in your reality but I haven't noticed anything up with the omnitrix!"

Ben then looked at her and said, "the controls are all backwards. I mean it's not problem while picking an alien but I have no control over the quick change function!" he said ticked as he hit the dial only to become Greymatter then he hit it again and became goop.

A zombie then ran into goop where it was dissolved by the acids and slime that made up Goops body, Goop shivered and said, "Thank goodness Goop has no sense of taste!" he said sounding as grossed out as a slime speaking through a disk hovering over his head could.

In a moment there was a storm of dark energy around a blue beam and when it end it revealed Nightmare blood hovering around him through magic was six skulls each with an element of harmony imbedded within it's forehead.

The evil Alicorn then yelled as he point to the sun, "You have returned day and ugly life to my beautiful kingdom of death! You will pay for this!"

In a moment Twilight fired off an energy blast form her horn only for the skull with the local element of magic to move in the way making the element glow as it stopped the blast doubled it's size and sent it back at Twilight hitting her so hard she fell out of the air and made an impact creator.

Twilight laid I the creator as she said," it's evil me all over again!" she said ticked that she had done that again!

Jessica then stepped out and said, "you may be able to counter them but you don't have an element of courage!" she said as she fired a magic blast.

Nightmare blood growled as he held out all six skulls around home making the gems glow as it made a dome that Jessica's blast easily went through and hit him knocking him back.

A moment later Nightmare Blood rolled to avoid a stream of Acid fired form Goop's hand as the alien said, "And you don't have an omnitrix either buddy!"

Twilight picked herself up and smiled, "right girls let's hold off the zombies Jessica and Ben are the only ones who can hit nightmare blood!" she said with a proud smirk coming on to her face as she added, "Make him hurt you two!"

Nightmare blood's eyes widen as Ben hit the dial and to Ben's horror Became Gax.

Ben then yelled and fired off his optic blast as Jessica fired off her energy beam the two attacks mid and merged into a spiral of green and red energy.

Nightmare blood roared as he used his elements and his own dark magic to try and made a stronger shield this one just a dark energy wall with cracks of rainbow light in it the wall held the blast for a second giving him enough time to jump out of the way before his barrier cracked.

Nightmare blood then looked to his broken wing with a growl, and yelled in the royal Cantalot speaking voice, "HOW DARE YOU MAKE A FOOL OUT OF ME TWICE! I AM THE KING OF DEATH ALL HIDEOUS LIFE WILL BE DESTORYED!"

Jessica blinked in shock before saying, "Maybe it's a good thing I don't know my biological family after all!" she said just stunned by what was technically her nephew said.

Ben nodded along " big time! Now let's get me out of this thing!" he was about to hit the dial when a blast form Nightmare blood hit him making him scream.

Nightmare blood smirked evilly, "I sense it that transformation unlike the others has it's own will a will I will now set free to aid me in combat!" in a moment the dial vanished as Ben was knocked out of Gax.

Gax then roared out, "VILGAX LIVES AGAIN!" in a moment he fired on Nightmare blood making the evil Alicorn teleport in a cloud of black smoke to be behind the thing.

Nightmare blood yelled out, "I SET YOU FREE YOU WORK FOR ME!"

The mane six all turned back and yelled out, "VILGAX WORKS FOR NO ONE YOU IDIOT!"

in a moment Vilgax's left arm unwrapped into tentacles and grabbed Nightmare blood the evil Alicorn dropping the skulls as he teleported away to save himself form being crushed.

At that moment the sky was running red making the zombies back away the sun had almost risen.

Vilgax then reformed his arm and looked at Ben as a unicorn and laughed, "What a pathetic form you have no Ben!" he said as vile as he could as he walked to the now struggling to stand Unicorn, "Weakened form my freedom being granted this will be easy!" a moment later a Green energy blast knocked Vilgax aside.

Vilgax turned to see a growling Jessica as she yelled, "YOU LEAVE MY BEN ALONE!" she yelled her wings flaring giving her an air of intimidation.

Vilgax laughed as he fired his optic blast at her only for Rarity's diamond shield to appear and block it as Rarity held her element and looked at him, "How dare you Return Vilgax! You've done enough evil!" her element glowing.

Pinkie growled and said, "this isn't a laughing matter!" a moment her element glow making an anvil out the air right above Vilgax who blast it with his laser beams stopping it form hitting him, and while that happened he got a point blank Sonic rainboom hoof to the stomach form rainbow dash, knocking him back.

Fluttershy looked at Vilgax with a growl and said, "I WILL SHOW YOU NO KINDESS!" she then stared at the Squid alien freezing him.

Twilight then smiled as she fired her on magical blast at Vilgax making him scream in pain.

A moment later Tree roots wrapped around Vilgax as he stood back up and struggled, "I will not be made a fool!"

Applejack was yelling out in rage, "Honestly I can't think of someone I hate more then you!"

At that point Ben as Heatblast was up and walking over to Vilgax as he said, "Vilgax you've spent two lives and an after life picking on one kid who kept beating you, you are already a fool!"

A moment later Ben touched the dial and said," and as much as I hate to redo this but if you die you'll just come back like before This is the only way to stop you! omnitrix capture mode!" it took him a moment of turning it to trigger it sucking Vilgax back into the omnitrix.

Ben then timed out finally showing how dirty his coat was, and how tired he looked his legs where shaking but before they gave out Jessica was beside him having him lean on her, "It's ok honey you can lean on me!"

elsewhere at Nightmare blood's castle he was in a room filled with skeletons in royal guard outfits and he yelled making them move and walk off," GO I DON'T LIKE YOU SKELETONS BUT YOU'RE THE ONLY FORCE OF MY ARMY THAT CAN WORK IN HORRIBLE LIGHT!" the skeleton in front was Celestia's.

as soon as the skeletons where outside the castle they saw Ben Jessica and the mane six.

Applejack stomped the ground and said, "bring it on bone heads!"

Jessica looked to the alicorn skeleton and sighed, "That's my one of sisters' bones aren't they?"

Twilight nodded as she stood her ground, " Sadly so but this is his last line of defense we can do this let's save this world then so we can split with a clean conscience! Let's go team Ben ten!"

the tired looking Ben hit the dial and became Upgrade and fired an optic blast at a skeleton destroying it as he said, "I may have been tired but upgrade's technorganic race can't be!"

As both sides charged at eachother the sky turned blue it was officially morning in this universe for the first time in a very long time!

Ben melted down into a puddle and when a number of the skeletons where on him he fired his blast up destroying them!

Twilight closed her eyes as she teared up and fired the energy blast at Celestia's remains destroying them, "so sorry!" she said sadly even though she knew full well it wasn't her Celestia.

Applejack was turning and simple kicking some skeleton in the head making there skulls shatter making them fall over dead, "ah've had it up to here with undead things!"

Rainbow dash sonic rainboomed them though them making a large number of them's bones brake apart.

Fluttershy's stare was holding back a large group of them keeping them still as Pinkie pie smashed them with her mallet as she said, " Why undead thing arc man?"

Rarity was hiding behind her shield spell as Jessica fired on the Skeleton's attack her making her smile in relief.

In moments the last of the pile of bones were destroyed and Ben fired on the castle door destroying it before timing out.

Ben was once more leaning on Jessica as they two shared a nuzzle for a moment.

Pinkie then point forward with her hoof " Now onward to our final show down on the roof of a castle! So we can move along to the next arc!"

they all ignored her weirdness as they moved forward.

Elsewhere in the main Equestria.

Celestia was passing along Side Luna as she called, "Discord Paradox who ever discords mother is? someone appear please?"

Discord showed up and said, "you do not want to meet my mother she crazy!" he said making Luna raise and eye brow at Discord calling some pony crazy!"

Discord smiled and said, "dad would have come but that Lyra girl won't leave him alone so he's gone into hiding in the space between realities for a little while to regain his sanity, now then how may I help you ladies?" he said almost happy about it.

Celestia looked at him with a glare, "you know we want to know when our sister will return!"

discord sighed, "look I told you there is to many variables for either of us to know other then some where between now and two months if it helps you wait I can show you what her life was like in the human world as a human, and more importantly the warrior she is bring home as her coltfriend's life. It's a real shame if that super villain didn't attack that day they would have become child hood sweet hearts, but instead thanks to Hex it took them years to meet again and fall in love!"

He said as he made two tv sets appear confusing the princess as he load in disk in to both, "the humans call this tvs to keep things simple, they are a miniature of a movie screen with the projector built in and the disk is there version of film letting them watch movies at home, with a hook up they can also do video games. But let's not get into that!"

He then played one screen showing Jessica and another screen was showing Ben, "enjoy the shows ladies!"

to be continued.


	12. To beat the Eternal night part three!

When our heroes got to the top of Nightmare blood's tower they spotted the Male Alicorn waiting for them and gasped.

Before them his wings where feather and skinless, making them purely skeletal and they still carried him as he hovered in the air, the right side of his face was nothing but bone, and one eye ball, the right side while covering in flesh had an empty eye socket filled by a blue ethereal glow form within.

His body was covered in cuts and scar that looked to be decaying, his left foreleg was pure bone, as he landed and gazed hatefully at the ponies before him as he spoke, "What you see before you is my true beauty with was masked by the moon light, a worthy sacrifice for the glory of my beautiful kingdom of the lovely death! With you have no ruined by breathing hideous light and life back into it! But you are lucky as my beauty will be the last thing you gaze upon with ugly living eyes!" he sound both insane and ready to kill.

Pinkie pie shivered and hide behind a now in Pony form Ben and cried while saying, "I think you mixed up the meanings of ugly and pretty there nightmare blood!" she said in a whimper while tearing up form fear.

Rarity backed away and shivered as she spoke in a sickened tone, "I can't believe our blueblood is the best blueblood!"

Fluttershy was in tears while She and a shaking Applejack hugged.

Rainbow dash's eyes where widen and her jaw dropped as she shock her left front hoof as she said, "Nope! Nope to every bucking thing you just said!" She said in a tone that was flat clearly unable to put her feelings about this turn into words.

Twilight stood her ground and said, "I'm a princess I will end your evil nightmare blood even if you are patient zero of this zombie apocalypse!" her words where backed by clearly false courage.

Jessica stood closer to Ben as she said, "Dear how about you get a game face on!" she then hit Ben in the side with a wing to nudge him as Ben looked through his Aliens and became Chromastone!

Nightmare blood then growled and fired off a pure pruple Energy beam form his horn as he hovered into the air only for Ben to held out his arms and hold it back and start to absorb the energy.

While this was going on Rarity's horn glow making a dome appear behind nightmare blood, IT curved so he had no way to move in this beam struggle! At with point Jessica and Twilight spread their wings took flight and fired on him.

Pinned by Rarity's dome Nightmare blood was forced to drop his attack and use magic to vanish to avoid the powerful blasts form the two ticked Alicorns.

Nightmare blood then appeared behind Applejack and Fluttershy growling as he tried to fire making the two mares scream only for Chromastone to turn and fire sending nightmare blood flying down the stairs of his tower and out one of it's walls.

Nightmare blood growled in rage as he spread his wings to stop his fall inches form the ground as he yelled, "DIE AND BECOME PRETTY ALREADY!" he yelled in rage, only for a moment Later Pinkie to Jump out some how holding a chain saw as she screamed, "DIE ZOMBIE!"

As she swung it with her front legs making Nightmare blood rocketed higher in the air to avoid it, where a Sonic Rainbow speed Rainbow dash tackled him in the side knocking him down to the ground making a creator.

Moments later Rainbow dash flow back away form the Zombie as she growled before shivering, "I just tackled a zombie!" She shuttered clearly showing how grossed out she was at what she just did, "I got zombie germs on me! Oh I'm going to need fifty baths at least!" she said sounding a lot like Rarity!

Nightmare blood got up his left hind leg now having fallen off as he hovered and growled. "YOU WILL BE BEAUTIFUL!" he screamed in murderous rage as his horn glow making the bones of long dead animals and ponies dig there way out of the ground and roar as they moved to wards pinkie and Dash.

Pinkie looked to her now empty hoofs and yelled out," I LOSE CHAIN SAW!" she screamed in horror!

In a moment Rainbow dash flow around in a circle making a sonic rainbow that blow away the undead things as she stopped to hold her spinning head as she said, "my head!"

Nightmare blood just yelled in rage over and over again no words just a scream no living thing could make as his horn glow bright blue making spikes pop out of the ground forcing Rainbow dash to fly her, while Pinkie pie was jumping around and bending weird to avoid them.

but the spikes stopped when Applejack appeared behind nightmare blood form a portal and bucked him with her hind legs into some of his spikes making the Zombie Alicorn scream and fly up now filled with holes and he fired a dark magic blast at her making Applejack's eyes widen.

before a portal opened up In front of her making the blast go in to that portal and come out another portal behind nightmare blood hitting him with his own attack making him rocket down back into his spike field.

Ben in the form of the alien Portaler was beside Applejack and chuckled as he yelled out , "Pinkie I know what you are going to say but don't we have to much class for that joke!"

Nightmare blood flow back up he was filled with more holes and was missing the lower half of his other hind leg and his right front one as he yelled, "HOW ARE YOU WINNING I KILLED YOU ALL BEFORE!?"

Jessica flow over head and fired a beam at his back making another large hole as she said, "you didn't kill me or my Ben nephew!" She said happily landing Beside Applejack and Ben right as Ben timed out.

twilight then flow over head laughing, "Plus I figured out your weakness! You said your true self was masked by the light of the eternal night! Doesn't make sense given what else you've said So I figured out while you enjoy this form better it's rotting decaying falling apart the Moon light then mask it reenergized it to keep it in one peace, so you didn't fall apart!" she had pride in her voice as she moved her horn on some clouds making it rain.

Nightmare Blood growled as he said, "So you figured out what I pay for this beauty it matters not you won't out last me!" he growled before be noticed his skeletal arm falling off.

Ben then giggled and said, "Simple science listen Water and wind in motion cause Erosion the damaging of an environment and the things in it!" he then turned in to Terraspin and span adding wind to the mix as nightmare Blood scream as his half a leg fell off.

Applejack covered her eyes and said, "I can't watch this!" she then heard a scream and uncovered her eyes to see slime and a pile of bones falling to the ground and stuck out her tongue. "Glade I missed that!" she said happily as the others came down and they regrouped the spike field having become flat again, as all trance of nightmare blood's magic where vanishing.

all around Equestria the Zombies and skeletons where dropping back into truth death as the surviving bones looked on in confusion at them and the day light shining down on them as they cried they didn't know who saved them but some pony did.

Back at what was Nightmare bloods castle our heroes watched as it fell down with smiles on there faces.

Twilight smiled brightly as she looked at the sky as her rain fell apart, "we did it! We saved an Equestria now let's try to find either our Equestria or Ben's earth!"

Ben nodded as he became Clockwork and opened up a portal and they all trotted in with Ben going in last.

Elsewhere in the Dark Equestria timeline some time had past sense our last visit.

in Sombra's castle in the court yard there was a play ground as a colt who couldn't be older then twelve was playing on the swings happily whistling. He had Sombra's Grey coat and messy hair and eyes, his horn was curved and pointed but not red.

The young colt also had a green collar with a red hour glass dial inside a ring, the collar was simple around his neck it almost looked like a ring of scales had fused into his skin and a moment later he stopped whistling and growled as he noticed the slide being knocked over as a whole appeared.

and out popped five rebel ponies lead by Rainbow dash with her one metal wing as she looked around and said, "Why would this be here? This is suppose to be an empty space?" She then heard a yell and turned to see the colt in confusion.

The colt said, "I am Prince nightmare Vile! My mom and dad King Sombra and Queen sparkle gave me this play ground why are you ruining it!" he seemed calm but sound like he was holding in rage.

Rainbow dash backed away in shock with the other rebels, "they beat celestials spell! Well doesn't matter guys get the kid we can use him as leverage!"

A unicorn rebel then trotted over them him and said, "listen kid we can do this the easy way or the hard way!"

Nightmare then hit the dial and in a moment changed form a young colt to a large version of four arms with a snake tail of red scales instead of legs a cobra like head and his hands where eyeless snake heads as he hissed out, "five headsss!"

A moment Later the Rebel uniform screamed as the five hand heads grabbed each a leg and he tried to fire magic off but could as the demonic version of an alien hissed out, "you care attack the prince! I jusssst want to play today! But no! you had to ruin my playfround! Now it' time to pay!"

Rainbow dash's eyes widen as she heard her friends yell of pain and looked away form what she was seeing the sound of a sickening snap was heard as she and the other three Rebels ran back down the whole only to find themselves stopped.

she then heard a yell of Midnight sparkle asking, "So rainbow dash I haven't see you in years and when I finally do you are wrecking my son's play ground!" She sound ticked as Rainbow dash looked back in shock then to the monster who was a colt.

she saw him back to a colt he was now covered in something red with a pile of bones in front of him making Rainbow dash shake and shiver in fear as she gulped and Midnight said, "Sweety go back to playing mommy will handle this four! And I'll send some guards to fix your slide"

Midnight then trotted off with the rebels in her magic as Nightmare happily went back to swinging as he said, "Ok mommy love you!"

Midnight smiled happily and said," love you too sweety." She smiled brightly while looking at rainbow dash almost unaware of her former friends hate and fear, "isn't he just the cutest little nightmare ever!"

Elsewhere in another timeline.

our heroes land they where different they had humanoid forms but they kept pony ears, pony skin colors, there tails hooves yet humanish feet, there wings and horns where also still there, and there heads where more pony shaped then human. There tails and the wings of those that had them magically seemed to appear behind them through there cloths with out damaging there new outfits.

Ben looked at his hand three fingers and a thumb his outfit had changed. He was in Green dark pants held up by a white sash, white bandages tight around the ankles and legs below the knee, he had on what looked like dark green sandals, and a white shirt with a green samurai style chest plate with a left shoulder guard only.

Next ben noticed the white glove on his left hand and the Omnitrix had changed to the form it had in the sumo slammers video game. He also had red scarf around his neck. He then turned to the girls they where all in Kimonos.

Rarity's was purple with blue diamond patterns all over it, with a white ribbon tied around her waste, white socks and likewise sandals her element had returned to a necklace and she smiled spinning around, "yes! A kimono! This world knows the land of the rise sun only makes master pieces !" She said with delight.

Rainbow dash's was white with rainbow lighting bolts on it with a blue ribbon around her waste, her element was likewise back to necklace form. she covered crossed her arms to hide her chest or lax there of as she muttered, to herself about injustice.

Pinkie pie's kimono was red covered in her cutie mark and a yellow ribbon as she smiled happily and she said, "not quite pony but not quite human! Yay for middle ground!" she then pulled her element out form under the kimono and put it over it and said, "Don't' want you getting lost!"

Fluttershy was blushing in her green kimono with had pink butterflies on it, and a yellow ribbon around her waste she looked at her lower neck line then the rest of her friends, "why is my neck line so low?"

Pinkie then popped up behind her and said, "because it's being spread out by your .. dogs if you well!" She giggles making Fluttershy cover her chest as she let out a shy " oh my!"

Applejack was in a white kimono covered in apples with a green ribbon she still had her hat with is where her element now was and she looked at Pinkie and said, "What's that dog comment about?" she asked confused?

Twilight was in a dark purple one with a slightly lower neckline, and like wise covered in her cutie mark she, and a pink Ribbon around her waste, her element was still a crown. She smiled as she said, "I can answer, Rainbow dash ant hills, rarity and you got bats, me and Pinkie have Cats, Fluttershy has dogs and Jessica has diamond dogs!"

Applejack appeared to be confused for a moment, but she soon got it and turned red, making her lower her hat to try and hide the Blush," Oh ah's gets it now!"

Ben then turned red as he saw Jessica still slightly taller then him her element still a crown, her kimono was dark green her neckline was the lowest of the girls not leaving much for him to imagine it was a solid color but had the omnitrix symbol on the shoulders, and her waist ribbon was white as she blow him a kiss.

Ben stumbled back wards a bit in shock, as he was red and need a moment, around them the trees had pink leaves with here blowing in the wind.

Rarity was smiling, "It's just like an animation form the land of the rising sun it's like this world was made by there standards of art!" she was tearing up form how happy she was.

Pinkie pie put a hand over her heart and happily said, "yes it is so beautiful!" she sound happy.

Twilight crossed her arms and said, "look this universe is between the normal laws of a human world and a pony world. Making the things that live here Anthropomorphic! Our form in this universe proves that with means we are in a world with both magic and technology!" She said happily, "the wonders this would could hold!" she said happily jumping for joy.

But the moment was cut short as what looked like samurai minotaur golems walked out around them holding metal battle axes that had steam ports on the sides, and had what looked like a mini engine below the handle, in a moment the mini engines made sounds as steam came fomr the ports making the axe blades glow red before bursting into flames purple flames.

while everyone else looked scared Twilight gasped and said, "Magical fire engine powered battle axes! Magic and science working together in harmony! Pinkie and rarity are right this world is a beautiful work of art!"

to be continued


	13. Darkness covers the land!

As the minotaur Golems with mystic fire engines moved forward Ben slammed down on the dial and became Lodestar, in a moment Ben crossed his arms making the axe go back into the Golem's head making them fall over lifeless.

Pinkie pie put her hands on her hips as she rolled her eyes, "Really classic make us look like we're in trouble when we are not cliff hanger Writer!"

The Axe then died out making the flames stop and Twilight smiled and ran over to one and lift it struggling to hold it up it was still on the ground so in stead she laid it on the ground and got close.

She used her magic to make a lens before her that worked like a magnifying glass as she looked at the engine part, "It works like a steam engine but instead of steam there is a spark of dragon fire inside, Hitting the start feeds in coal to start the reaction one piece of coal could power a train like this, but how did they get the flame fragment in and how come it hasn't gone out?"

Twilight rubbed her chin while thinking before she looked up and spotted what looked like anthropomorphic earth ponies.

they where dressed in grey pants, darker grey two toed socks with wooden sandals and with the same shade of grey in leg wrappings around them, They had dark grey sashes, light grey short shirts, and dark grey wrist guards, darker grey scarfs, and what looked like Oni mask on each one had a sheave at there right side holding katanas with the same kind of engine but smaller as the cross guard covering the blade in purple dragon fire.

Twilight then stood up and put her hands up as she said, "why did you all say we had ninjas?" She asked in shock.

Ben was still lodestar and said, "because they are no threat the blades are still metal and still under Lodestar's control! But unlike the Golems they can talk so do, speak up gentlecolts and ladies, me and my friends would like to continue on our journey!"

On of then took his hand off his sword and removed his mask to reveal what looked like Trenderhoof who had goggles instead of classes hidden under his mask his scarf was also red making him look different, "allow Me I'm Trenderhoof rebel commander! How do you still have magic? The shogun of doom stole all the magic of the land!?" he asked in shock.

Rarity and Applejack raised and eye brow and crossed there arms at the sight of Ninja Trenderhoof it was so strange to them form the memories of him.

Jessica then spoke up and said, "that is because we are not form this land we are trying to get home but we are lost! We were attacked, and my boyfriend went on defense like he is now!" she said before elbowing Ben to make him lower his arms so the ninja could sheave there swords making the flames go out.

Trenderhoof then bowed and said, "I'm sorry but the Shogun of Dooms dome only allows in not out to get out he would need to be defeated and I think we both have something to gain form this! We want our magic and land back, you want to leave and while both sides have the Flame engines your magic evens us up!" He said holding his hand out.

Ben timed out and looked at him and took it as he spoke. " Fine but I don't trust you! and keep in mind but," He then leaned in closer and whispered the end of his sentence, "If I want to you would be dead right now!"

Elsewhere in a large crystal cave.

Something was watching Ben and gang on a crystal spire. It looked like a Giant sized Tirek with dark pruple samurai chest and shoulder armor arm, gauntlets giving him clawed fingers, his lower body covered in dark purple samurai horse armor with leg guards and hoof shoes as he turned and bucked the crystals shattering it.

Tirek growled as he walked off to sit on a massive throne as he said, "So they can beat my Golems big deal I am the Shogun of doom this is my land! All it's magic is mine! I will have the magic within you those seven!"

Tirek then rose his hand summoning a pony, who walking was in a suit of dark pruple samurai armor wearing a samurai helmet with a mask that looked like a growling Demon he like wise had the clawed gauntlets the part of his skin that showed was red, and his hair out the back blonde. Tirek looked at the pony, "Cursed warrior, I know I have turned a blind eye to city of steel for not having magic but new powerful magic is heading there!"

Tirek held out his hand summoning ghostly images of Ben and friends, "Each one holds magic and a magical artifact! All there power most be mine!"

the cursed warrior nodded and vanished.

Elsewhere in a city that looked like Cantalot made of metal with stream filling the air around the way larger building tops with steel walls around it.

Within it's steam punch feudal japan version of the royal castle on a throne sat a mare.

She had light grey fur yellow hair and mane, She had one wing of flesh and one of steel. She was in dressed in a white Kimono, she had a peace of green fabric tied around her tight eye, her green slash ribbon had the same katana at as the ninja plus a smaller short sword version in a moment she got up and drew both blades holding the longer blade with her right hand as blue fire covered them both.

The Mare then growled as she turned making her blonde tail sweep the ground as she spotted the cursed warrior who was swinging Pure black fire magic blades at her, She blocked the strikes as she said, "It may be watered down but dragon fire is still magical!" Her tone filled with hate.

The cursed warrior Backed away vanishing the blade of black fire in his right hand as he said, "Feudal lord Ditzy Do, I remember you! the night I killed your husband you still hold on to the remains of his scarf!" he said with no emotion in a demonic voice!

Ditzy growled as she crossed her blades shooting off a fireball at the cursed warrior, who vanished, she then spread her wings and jumped back her metal wing lighting up with sparks of blue fire to carry her back.

So when the reappeared Cursed warrior attacked his slash missed and he laughed, "Sharp! But you couldn't even hoover if you didn't have that steel wing!"

Ditzy Doo span her swords around and growled as she said, "Big mac how could you do this! My husband was your best friend!, you the stallion who walked about the power of friendship and family betraying both!" she then held out her short sword with made a burst of steam fill the air.

A moment later the newly revealed evil Big mac was blinded in a room filled with smoke and a moment later he felt something on his back and stumbled forward touching his back to before looking at his hand to see blood upon his hand.

That is when the smoke cleared to Show Ditzy holding her long sword out proudly the blade's flames where dying down but the steel was now stained red, "May have caused at lot of power to slash through that magic armor but it's broken you no longer have it as a defense! And you are injured! That slash was for my husband!"

The big blade then made more smoke as it's fire went out making Ditzy drop it!

Big mac yelled in pain as he held his right arm he was blinding in the smoke and then yelled again when he felt another slash on his back.

He raised his left hand making a burst of wind blow out the steam and Ditzy was holding her short sword behind him.

He turned and spotted the Mare staring eyes widen as she added, "that those was fore the my Dinky's tears and my own!"

Ditzy smirked as She span the short blade around and said, " You hear them don't you the guard coming in rushing form the sounds of our battle I don't know what you thought attacking my home would do but it's for not!" she said with hate in her word!

Big mac laughed and summoned his dark fire sword to his hand and charged in clashing blades again as he said, "Simple my master wants something your errand boy is bring seven with magic, and magical items. There power most be lord Tirek the shogun of doom's!"

That is when a spark of Green appeared between them and outstepped Ben dusting himself off as he said, "never though I would be the one casting a short range teleporting spell, But I'm one of those Seven! And the strongest of them!" he then slammed the omnitrix dial becoming Heatblast to the shock of Ditzy behind him.

Ben got in to a starting stance and said," I hope you don't mind if I take it form here!" he said as he charged in blocking Big mac's sword slash with his bare hand.

Ben laughed and said, "you can't burn fire!" a flaming fist to the face them made Big mac stumble back as his mask shattered to reveal his face very much Big mac but his right eye was Black with a white pupil letting out some king of purple mist.

At that moment the Guard, Other Ninja and our other heroes came in and Applejack's eyes widen in shock and horror.

Big max charged in holding his flaming sword and slashing but Ben was just blocking as he sighed, "dude your out matched!" He then breath fire point blank on the villain.

Big mac jumped back trading his fire sword for a black fire shield to hold back the flames.

At that moment Trenderhoof appeared behind him and drew his sword with sparked to life with fire as he stabbed big mac form Behind as he said, "in honor of who you where Big mac I'm sorry!" he sound sad.

Applejack covered her mouth in horror as she watched what looked like her brother who was the bad guy here explode in to flames summoning about ten humanoid made of Black fire each one saying, "you think flames can kill the cursed warrior the command of lord Tirek the shogun of doom's forces!"

Ben slammed on the dial changing the Waterhazard as he fired water rarity touched her horn making magical blocks that split the two streams in to five each hitting all the fire beings making big mac's voice scream before it died out with the flaming minions.

Ben then timed out and turned and bowed to Ditzy and said, "you most be the one in charge I am Ben Tennyson but please call me Ben ten it's an honor to meet you!"

Rainbow dash looked at Ditzy she knew who she was back home she was the village idiot who broke the a building by sitting down he she was the one running the place it didn't seem right.

Applejack was in tears but before she could cry or Scream The ground shock as she heard a twist version of her brother's voice yell, "I am not done yet!"

The Girls touched there elements with seemed to give them golden sword handles with the elements gems in the hilt, in a moment all seven girls handles came to life with a two foot blade of white magic.

Pinkie smirked and said, "Yay!"

Rainbow dash held it and said, "So awesome!"

Ditzy then yelled before the other girls could speak, "GAURDS FIND MY DAUGHTER AND MAKE SURE SHE'S OK ARMED FORCE OUT THERE AND TAKE BEN AND THIS PONIES WITH MAGIC WITH YOU! WE CAN NOT LOSE THE CITY!"

everyone nodded and got out to see what looked like Samurai made of water walking around slashing, at anything that moved.

Rarity held her blade to block the water blade as she said, "Well now, we're hitting all the marks for a legendary journey! So sorry this is a version of your big brother AJ!"

Aj was avoiding water blades as she tried to Block with her sword but found it knocked out of her hand as she said, "Ah wrecken we have bigger things to worry about then that Rarity!"

right when a water sword was about to slash her Trenderhoof stepped in the way to block it as he kicked the handle of her weapon knocking it back in to Applejack's hand, "Focus please miss!"

Ben was holding Jessica's hand as He carried him to a dark cloud that was glowing purple! Twilight passed by them in the air and touched her horn making it glow as Ben's feet glow, "There you can cloud walk for a few hours Ben!"

Ben nodded and in a moment Jessica said, "good luck Ben!" she then dropped him int othe cloud where he went half way in!

there he saw the top half of big mac's armor hovering on a stream of lighting with lighting bolts within it moving it as it turned to Ben and growled "HOW?"

Ben touched the omnitrix becoming Feedback as he got into a fighting stance and hopped a little as he said, "dude you died twice I should be the one asking that but then again it's magic!"

The two then charged at eachother.

Meanwhile down below Trenderhoof was throwing knifes with mini dragon fire engines at the end into the water samurai where the stars burst into flames turning them into steam as he smirked and said, " Ok guys use the fire knives of flame stars! They turn this things in to mist!" he said with a smirk and sounding kind of like Ben.

Rarity looked at this Trenderhoof in shock and said, "Well now this world sure makes heroes and villains!" she sound dumbfounded.

Fluttershy was shyly avoiding the samurai as she blocked to swords with her blade and sia,d "oh my guys I don't like this world!" She sound like she was about to cry.

applejack was side stepping water blades form the water samurai as she looked at her and barked out, "HOW DO YOU THINKS AH FEELS ABOUT IT!?" She was clearly starting to vent her hate of this place, with was mostly because her brother was the bad guy.

Twilight summoned a magic dome around her and made it turn flaming as the water samurai tried to slash the dome making them turn to steam and she smiled and said, "Well this is amazing!"

Rarity smiled as she jumped and span her blade slashing the heads off the water samurai as she span making a group of five become puddles as she said, "No this is pretty standard Japanese animation like me and Pinkie said everything that they make is a work of art you should give it a try!" she said happily.

to be continued.


	14. Grabbing the centaur by the horns!

In the Cloud Ben was Feedback was trading punches with the lighting based life form That Big mac morphed into when he was slain, "What the fuck did you trade your soul to become! And fuck is pretty much my langue's version of buck or Rut I forgot right now!?"

Big mac laughed as he said, "I am my masters greatest servant!" he sound emotionless like a robotic voice as Ben jumped back and touched the dial and morphed to upgrade.

Ben's eye scanned Big mac, "Strange I knew lighting vs lighting wont' work but while I didn't pick upgrades I can't argue with the enhancements of this environment has given it!"

Form his eye he was showing readings scans and live analyze of what he saw he stared at the suit of armor being worn by lighting it found in the chest plate there was an energy signature that wasn't electrical based or any other form of known energies wave length.

He touched to avoid a lighting blast as his body morphed slightly form the electrical charged air, "I see it now your soul is I the chest plate!" he then hit the dial and became Chromastone and charged in absorbing the lighting being thrown at him as he made it close and punched Big Mac right in the chest plate making it shattered!

Big mac let out a large cry of No as he slowly faded away, " NO MASTER I FAILED YOU!"

Meanwhile below.

As the girls had just gotten use to using swords to fight samurai made of water the watery minions turned to puddles as The cloud vanished as Chromastone fell down only to hit the dial and become Stinkfly and land on his four legs as he looked around before timing out, "What?"

Applejack's eye was twitching, as Ben walked over to her and put a hand on his shoulder, "His soul was in the Armor he was already dead and haunting a shell Applejack!" Applejack teared up and nodded before whipping her tears.

In a moment Ditzy showed up in what looked like a mini train engine with wagon wheels to make a steam punk car, and she hopped out and looked at Ben wide eyed, "you beat the cursed warrior!?"

Ben looked to the mare her shock was clean on her face wide eye jaw dropped and in her tone as he happily bowed and said, "Why yes I did, it was easy when I figured out his soul was in his armor's chest plate and all you had to do was smash it in the right place to brake the seal binding him to the realm of the living."

In a moment the ground was shaking as the Local Trenderhoof showed up and bowed to Ditzy and said, "My lady he is coming in person!" he sound panicked.

In moments over the walls Ben saw a way big sized Tirek staring down at them The mane six's eyes widen.

Rarity then held her blade and said, "Yep, this is a world that runs on the rules of Japanese story telling, I'm scared but still want to yay darlings!"

Pinkie pie's jaw hit the ground like a cartoon as she said, "Big big man!"

Ben then looked through his Aliens as Tirek roared making the girls and the elements Glow, he was glowing too but nothing was happening other then the glow.

Trenderhoof blinked in shock, "Why can't he absorb your magic!"

That is when our hero smiled as he found his alien and said, "Simple the girls elements work on the concept of friendship being a form of magic, you can't take friendship, only give it. As for me one My Magic comes form my grandmother's Anodite heritage it takes a special spell to take an Anodites magic, and third the Omnitrix the thing letting me change forms doesn't have any magic in it at all it's all science!"

A moment Later Ben hit the dial and changed and grow to Match Tirek's size there he stood as Way big to Tirek's Shock.

Everyone below looked up in Shock accept for Jessica she yelled out, "MAKE HIM HURT HONEY!"

Twilight's jaw dropped as she looked at Way big and said, "Something that big is a species!?"

Applejack's eyes widen as she stared bugged eyed by the size, "Please tell me they is gentle giants!?"

Fluttershy just covered her mouth and said, "Oh my!"

Pinkie pie had to close her mouth with her hands making a sigh pop out form her hair that read, "BEN YOU IS TOO BUCKING BIG!"

Rarity blinked in Shock as she watched Ben Cross his arms making a ball of blue energy charge and she smiled and said, "and the clichés keep rolling and I'm ok with that! and Way Big!"

A second later a blast of cosmic energy fired form Ben knocking Tirek back as he jumped over the walls to take the fight out of the City so there would be less damage.

Rainbow dash then let out a very flat toned, "awesome feels like an understatement!"

outside the walls Waybig land right foot on the Downed Tirek stomach making him throw up sparks of energy with then flow in the city.

Within it's walls the sparks hit Trenderhoof and Ditzy making them glow as Ditzy spread her wings truly flying up cheering happily ,"the magic he's knocking it out of the shogun of doom!"

Trenderhoof touched his horn making it glow as he lift a sword on the ground in to his hand happily, "he really can do it!"

Ditzy then looked form the air watching Way big stomp on Tirek rapidly making the centaur throw up more magic, and she smiled as the magic flow back to there rightful owners.

Tirek roared and fired off a burst of Magic form his mouth that forced Way big to step back to avoid the blast the then slightly smaller Tirek then stood up, holding his stomach in pain with his left arm as he growled, "You're magic can not be taken, you are able to force me to release my own! Boy join me! We could rule this land! You could have anything you want! Just name your price and serve under me!"

Ben growled and charged in Punching him in the Gut making the Centaur slide back as he throw up more magic and Ben Smiled and proudly said, "what I want is for you to be defeated!"

Tirek roared as he charged in only for Ben to grab him by the horns and slam him into the ground face down before kicking the downed villain in the head sending him in to the air.

Ben then held out his fist as the large enemy land gut first on his fist making him through up more magic before Ben slammed him to the ground.

Waybig then once more start stomping on the centaurs stomach making him throw up more magic, Tirek was now a head smaller then Way big.

One of the Magical sparks flow to Ditzy and it felt like it gave her a kiss before whispering, "good bye my love!" it then vanished as she teared it, that spark no longer had a rightful home to return to and she knew who it had belonged to and she cried as she bittersweetly said, "you can rest in peace now my love!"

Tirek yelled as he vanished and appeared behind Way big charging only for Ben to turn around and hold his hand out and hold him back like Tirek was a child throwing a fit, making everyone watching laugh at the Shogun of doom!

Ben yawned using his free hand to cover his mouth as he said, "You know this is boring! You had all this power but clearly don't know how to use it in anyway other then giving you more brute force and in generic ways." In a moment Ben charged his hand form holding him back to grabbing his left horn.

and in one quick Spin he throw Tirek away form the City where he land face first in the dirt, then way big jumped and land foot first on his back making him scream in pain and a massive flood of magical sparks shoot out making him rapidly lose size.

Way big then stepped off as he shrank below giant, and Ben timed out and watched Tirek stand now in his weakened normal sized, almost decrepit form.

Ben then stood in front of him arms crossed with a proud smug on his face as Tirek growled his armor having long gall off his form as he yelled, "You ruined everything I worked a life time for in moments! DIE COLT!"

Ben then side stepped the charge while holding his foot out making him trip and fall face first on to the ground below, as Ben became Diamondhead.

in a moment Tirek found himself stuck in a large tube of crystal as he growled spotting Ditzy landing and trying to suck out her magic but sadly the crystal stopped him form doing so.

Ditzy teared up and bowed to Ben before saying, "Thank you Ben Tennyson! Please spend the night so we may reward you and your friends."

Later on in an hot springs the mane six where relaxing the water up to their necks and steam filling the air.

Rarity sighed in relaxion while drinking something form an bottle and said, "oh Sake in a hot spring. Perfect way to bend this adventure!"

Applejack looked at the sake bottle and asked, "what even is this stuff?"

Pinkie drank some and said, "Short answer what cider would be if it was made form rice instead of apples."

Twilight sighed happily as she said, "who know hot water could feel so good!"

Rainbow dash was staring daggers at Fluttershy in jealousy, ".. at least I can was the stink of Zombie realm off me now!"

Fluttershy hold her left arm folded over her chest as she blushed in embarrassed, "why doesn't anyone else have to hold there.. uuhhhh..you knows .. down!"

Rarity chuckled and said, "Again it's rule of Japanese story telling with this world runs on Darling!"

Applejack sighed and lowered her self in so the water was up to her chin, "my big brother here was an evil Ghost!" she sadly sighed out.

Pinkie pie then said, "and Jessica's cousin was an evil zombie in the last world! Grant she never meet him before that .. but you get the point."

Applejack sighed, "ah don't know how Ben handles seeing evil hims form other dimensions I'm shaking my mah own kin let along mah self "

Twilight then blinked, "Where is Ben on that note?"

Rarity smiled happily, "having a moment with Jessica out on the edge of the walls."

Meanwhile.

On sitting on the wall Jessica and Ben where sitting on it holding hands as Jessica happily snuggled into his chest as they leaned against one of the stone elements of the wall.

Ben held her Close and kissed her head, "I love you Jessica no matter what shape or size we are If I have you I'm happy."

Jessica snuggled up close and happily said, "Same my darling but you do make this shape shifting thing seem easy. And also Ditzy knighted you, so now your Doctor Sr. Benjamin Kirby Tennyson "

Ben giggled as he held her close and said," yet that wont' be good enough for one of your moms. Hopefully it'll be enough for your sisters."

Meanwhile in a timeline away in the royal Canterlot castle.

Luna and Celestia where watching eyes wide as Discord turned off the Tv and said, "I can't believe you watched all the important stuff, and the not so important stuff through in there for length in one sitting, That's a lot of time that's like three thousand hours or close to it! I mean did you even blink?"

in a moment there was a rainbow burst of light followed by a white flash out I the forest outside of Cantalot and Discord said, "and that will be them! I'll go get my father and go meet them before bring them here! Ok you all use this time to freshen up, and make sure you didn't fuse into the couch!"

To be continued.


	15. Return to Equestria enter the Nightmare!

In a clearing in the forest.

Rainbow dash was getting up stretching her four legs and wings, "I'm getting sick of going form four legs to two and back again!" she said sounding ticked.

Rarity stretched as she got up and added, "I couldn't agree more darling, I don't know how Ben does this body changing thing all the time!"

Applejack adjusted her hat as she said, "Y'all don't pay attention that much, Ben is use to shape shifting, he doesn't work on this shape is me like us anymore!"

Twilight was shaking trying to wake her wings up as she sadly added, " Yeah but please let this be the right Equestria I don't know how much more of other dimensions I can take!" she said sounding like she was begging for a moment.

Pinkie pie shock her head to make her hair go form flat to puffy and she sighed, "who knows how many more chapters till I get space party!"

Fluttershy yawned as she rubbed her eyes and licked her lips and sleepily said, "I need a nap! This whole multiverse travel thing is tiring."

Jessica giggled covering her mouth with her hoof as she said, "You girls can be so cure sometimes!"

Ben was shaking his left forehoof as he said, " why is my left hoof asleep!?" he asked puzzled.

In a moment there was a Flash and there appeared Discord and professor Paradox.

The mane six then yelled out, "Hi discord!" While Ben and Jessica waved and said, "Hi professor Paradox!"

Paradox smiled and point to discord, "Ben Jessica meet my son discord!"

Discord then point to Paradox and told the girls, "ladies this is professor Paradox my dear daddy!"

The pony girls looked confused and Applejack raised and an eye brow and asked, "Ok then?.. who's your ma?"

A second smaller discord appeared on Applejack's shoulder and said, "We don't talk about her!" then it vanished in a small cloud of smoke leaving Applejack confused.

Ben then rolled his eyes and said, "Makes sense! Both of you do weird things involving bending space and time, and most of it is for kicks all I'm seeing is like father like Son, but the Son is less uptight!" he added as if it wasn't anything strange or weird or shocking.

Discord then put an arm around Ben and said, "and you most be Ben10 my dad talks about you a lot! Say I need to get some payback on my mother could you turn into Toepick for me?"

Ben raised and eye brow and in shock added, "why do you hate your mother so much?"

Discord then laughed and put Ben in a small headlock slash hug and added, "Simple she's were I get my good lucks and winning personality!"

Twilight blinked before saying, "Makes sense in a discord kind of way!" she just said stunned.

Paradox then watched happily as Ben became ghostfreak and phased out of Discord's grib and he said, "Well now I'm sure your happy to see your friends again, and Miss Fluttershy as you can't see it my son is crushing on you!"

Fluttershy then blushed and let out an "oh my!" as Discord yelled out, "DAD!"

Paradox laughed and said, "What you need a hand as you clearly haven't asked her out yet and I would like to be a grandpa sometime this century! Or are you still hung on Celestia dumping you?"

The girls all looked to a red faced Discord in shock as there jaws dropped and Jessica yelled out, "YOU DATED MY SISTER?"

Discord then crossed his arms and sighed, "why yes, didn't you notice the bad brake up tension between us?" he asked as if they where stupid for reacting this way.

Twilight blinked and said, "No because you act like you hate eachother..Oh! I gets it now!" she said her tone going form shocked to feeling stupid mid-sentence.

Rainbow dash rubbed her chin and thought about it, "Now I get the feeling that whole reforming you think was about her trying to improve her ex-coltfriend to hook back up with him."

Discord rubbed his beard and added, "Maybe, but it won't work Fluttershy is a lot nicer of a pony and cutter to boot.. and did I just say that out loud?" he said going form deep though to embarrassed mid-sentence.

Fluttershy was just staring wide eyed and red faced before she spoke up, "can we move on before I end up fainting!" She called out embarrassed.

Professor Paradox then laughed for he snapped his fingers making them all appear in the Royal Cantalot castle. Right as Celestia and Luna got back form cleaning themselves up.

In a moment the royal Sisters saw Ghostfreak become Ben again, and then they spotted Jessica and ran up to her and hugged her tears in the eye as they called out, "sister!"

Jessica returned the hug and teared up herself for a moment before the reunited sisters parted and Celestia bowed to Ben and said, "thank you for keeping her safe and loving her Ben Tennyson!"

Ben rubbed the back of his head with his left hoof as he said, "It's nothing princess."

Luna smirked at him and said, "my my, you are just as Paradox said." She said happily

Twilight smiled happily as she said, " Ok now I think me and the girls would like to go see our families!"

In that moment Flash sentry ran in yelling, "princesses problem at the crystal empire Sombra has a son.." he then spotted and blushed when he noticed Twilight, " your back Twilight! Then that means!" he looked to the two ponies he never saw he knew with one was the lost princess then he looked to the Stallion and said, "your that Ben10 colt?"

Ben chuckled and added, "First off I'm not a kid hero anymore, Second why yes I am! .. and did you say Sombra's son?"

Twilight's eyes widen as did everyone else who just got here.

Celestia Luna and Flash sentry looked lost before Pinkie pie came up and pulled a projector out of nowhere and showed slides of the King sombra and midnight sparkle they faced and she said, "For those of you who missed it. We faced an evil twilight form another dimension and in this evil Twilight time line she married Sombra and both can do multiverse travel, So this is probably the son of evil twilight and Sombra we are dealing with!"

Celestia's eyes widen as she looked to her shivering student and an angry Ben, who seemed to growl.

Meanwhile in the crystal emperor's now burning streets.

What looked like the mirror world Sombra but with blue replaced by green, his horn having no spiral, and his eyes looking like normal Sombra, and around his neck the gem of his collar was an omnitrix dial.

the Sombra look alike was standing before a panting Shining Armor who was pissed, "How could a version of my sister make a nightmare like you!" he spat in rage.

the look alike chuckled and said, "Why my dear uncle that's princes Nightmare vile to you! now I've Enjoyed playing with you dear uncle but It's been boring sense Auntie Cadance head the evacuation with my dear cousin Flurry heart in her hooves. So I'll tell you what you get one free hit but don't waste it or.."

The Nightmare then noticed Shining armor had hit him in the face with a hoof and knocked him back and as the prince whipped his face he finished his sentence with " or you'll regret it!" He then touched the dial on his collar making him change in a green flash or light making Shining back away in fear.

before form instead of a stallion was now Stinkfly like bug twice as large, with crab like claws, an extra pair of eyes, and it's tail was like a scorpions as he called out " Beelzebuzz!"

In a moment it spat out a black slime that shining armor summoned a magic shield to try and block it but sadly the slime eat away at the Magic making him jump back and slightly to the left in shock as the slime broke through and hit where he was.

he watched as the slime melted what it touched and made a horrible smell that was filled with death and his eyes widen in horror as nightmare chuckled to himself and said, "I'm fighting seriously now dear uncle! Using my Omni-matrix! It's power to transform the user is quite powerful you have no hope anymore!"

The evil prince then went to spit again only for a portal to open up and when the slime entered it came out another portal that hit him in the side knocking him back it didn't hurt him but that is when he notice Portaler.

Portaler Then timed out into Ben who looked pissed and Nightmare timed out as well and chuckled as he got up and used his Horn to throw Shining armor half way across the kingdom, "Go bye uncle the real challenge has come! Ben Tennyson! We meet at long last!"

Ben did not respond as crystal ponies looked on and Nightmare rolled his eyes, "Well now I know for you fighting someone else with an Omni-matrix may be old news, but it's my first time being challenge by an equal. Sense I unlocked the anti-magic form Not even my father Sombra has been a challenge. Now then I am Prince Nightmare Vile, May the best shape shifter win!"

In a moment Nightmare vile turned into What looked like Xlr8 but with spins running form his neck to the tip of his tail his tail also having side spikes, his feet wheels where like buzz saws and his three fingered hands where tipped in black spike like Claws.

Through the mask he wore Nightmare vile called out, "hellracer!" He then charged at Blinding speed as Ben flashed Green and in a second Jetray was in the air firing his eye beams down below as Nightmare Avoid them at high speed his tracks being cuts in the ground.

Nightmare laughed as he raced around shredding the ground as he ran at high speed feeling the air with dust so he couldn't be seen anymore.

Jetray dove sighing as he hit the dial and became Blitzwolfer as he dove into the cloud of dirt and as he heard a roar and in a moment a sonic howl blow away the cloud of dirt to reveal a three headed Wildmutt with saber teeth and a long club tipped tail behind it.

Ben rolled his eyes, "hellhound really? What did you do to corrupt your transformations like this!"

Nightmare hit the dial on his chest becoming Fiveheads as he hissed out happily, "Doess not matter, in the ssslightessst. Ben! Thisss isss the challenge I've want for ssssoo long! My parentsss where right you are powerful!" he then charged, and Ben tried his sonic howl but to his shock the snake wasn't affect and his wrist where bitten by two snake head hands making him howl in pain.

Nightmare laughed as he said, "Sssscales are armor!" his two free head hands where going to go for his neck but Ben Howled down pushing himself up and out of the snakes grip as he land on a roof top and rubbed his bleeding wrist for a second, Ben then became Chromastone and fired his beam down at the Snake.

The Snake then avoid and hit it's dial. Becoming a demonic version of feedback, that had spikes running form it's neck to the tip of it's tail, it's plugs also end in spikes, instead of one eye it had three all in a row.

absorb energy like this the same can't be said for them!" he then fired the absorbed energy at a random Crystal Pony hiding in an ally making Ben go xlr8 and race down and push the pony out of the way.

In that moment the blast hit Xlr8 knocking him in to a wall making him time out as Nightmare laughed as he timed out, "That compassion makes you weak!" he said in a mocking tone, "Why the heroic give it up and show me what true power you could hold!"

Ben held his cut as he hit the dial and said, "being a hero is what makes me strong!" that is when he turned in to Gax and turned his left arm in to five tentacles that stretched and knocked the prince through a building.

Gax was holding his chest with his right arm as he hit the dial and became Shockrock!

That is when the Girls showed up and start to cheer for Ben as Nightmare got up as Beelzebuzz and looked around he saw the elements lead by his mother's counterpart another Alicorn, and then out stepped the royal sisters who looked ticked.

Nightmare Vile then Noticed Ben Time out and he used his horn to open a dark green and red spiral portal with he walked into saying, "you win this round, as you have back up I guess Friendship can be powerful, But we will meet again when you have no back up!"

And on that note the Prince was gone and in that moment it start to rain so Ben looked up and smiled at Rainbow dash arranging clouds so rain would put out the fires.

That is When Ben passed out and Jessica screamed in fear, but calmed down when she saw Ben was still breathing.

Elsewhere in Bellwood.

Carl was looking to Blukic and he asked, "so what did the scan say?" he asked curiously.

Blukic point to a scale fragment form King hiss, "there is human and reptile DNA inside the sample. With human being dominate showing that was the original dna so either Animal hit some random guy with his mutation ray or he did it to himself we honestly can't say!"

Carl rubbed his chin and said, "Well now what's your money on?"

Blukic shrugged and said, "It's to early to tell man!"

to be continued.


	16. Welcome to Ponyvile Ben10

In the dark Equestria time line Nightmare Vile was exiting his escape portal in to his family's castle, with a growl on his face when he came face to face with his Father King sombra, the king who now had a half metal mask covering the right side of his face built in to his crown chuckled at the look on his son's face.

Sombra laughed out in a mocking tone , "A growl showing teeth, that noble prince Faux fallen to show your inner most rage and hate. I take it going against Ben alone didn't work out? He had the edge in numbers forcing you to run because you didn't have your mom to defuse the elements for you, or me to handle the other royals?"

Nightmare growled with a smirk as he responded in a tone that hid rage, "Oh father how's the scar hellturtle gave you? still as unhealing as the day I gave it to you when we came to blows?"

Sombra growled as he spat out, "oh oh you can tell you are my son! Now you listen here Brat I may be proud of the power you hold but I am your father and I brought you into this world I can take you out!" he stomped his hoof.

Nightmare laughed and said out in a smartass tone, " Please magical Alteration of my DNA to be you and mom's Biological foal or not I know full well you haven't broken the spell this worlds Celestia cast, So I am still adopted dear father, Not that I give a shit how you found me or what happened to my birth parents after all they are beneath my hooves! I am a prince and future King!"

Sombra Chuckled at his son's comeback and said, "Well now while I'm happy you will always see me and your mother as your real parents my boy you seem to have missed something important. You should have used chronodemon to return home as you've been gone for two months."

Sombra chuckled as he continued, "in that time Your mother was able to use the courption spell on pinkie pie bring all the elements under our control allowing that spell to brake!"

Nightmare's eyes widen and he growled, "And now I could have competition for my throne!"

Sombra smirked as Midnight walked in and happily said, "Oh so a wonderful family moment. The son and husband having a father son talk. Don't mind me I'm just listening in!"

Sombra smirked as he looked to his son, "a challenge and Competition are what make life worth living. After all complete domination is so boring so be grateful you have found a challenge I know I am!" he then left with Midnight.

Nightmare just growled as he said, "I hate that the old man is right!"

Elsewhere in the prime Equestria timeline The castle of Friendship.

Spike was looking confused as Pinkie pie was pinning picture of the Aliens Nightmare used above Ben's version of them and Pinkie said, "Okie Dokie lokie Guys I put the pictures up to compare between them and Ben's. I most say they creep me out. So creepy the writer has made them!"

Spike just looked confused and said, "Really I'm no longer part of the group or something?"

Applejack then patted his back, "That will never be the case buddy. Y'all is just missed out on this one. Any way Any of y'all know how Ben's doing?"

Rarity then walked in looking looking happily, "He's woken up as he wasn't in the room we left him in."

Fluttershy then shyly spoke up, "Should we be worried wasn't he poison by two snake bites then took a laser blast to the chest?"

Twilight then used her magic to pin up the only pictures they had of Sombra and Midnight, " I think we all know Ben has faced worst injuries both physically and emotional, and come out on top. Besides it's not like the poison can affect him My test shows it was target for Canines. He was only dog like for what five seconds after being bitten?"

Rainbow dash looked to the Confused Spike as she said, "you had to be there Spike Just know I admit Ben is more awesome then me and that is saying something!"

Spike looked confused and said in shock, "I feel like I'm in crazy town what's next ghosts!" That is when Ghostfreak pop out of the wall and said, "Boo!"

The little dragon's wings flapped and he flow into the roof while scream in fear.

That is when Jessica galloped into the room and breath a sigh of relief, "Oh thank goodness your ok Ben!" In a moment Ben timed out and was a unicorn now as Jessica ran to his side and throw a Wing around him and nuzzled the stallion making him blush.

Spike then fell down and panted, "WHY WHERE YOU A GHOST!"

Ben then held out the omnitrix and said, "because I was lost and need to walk through walls to get unlost. Ghostfreak was just my first form I found that could walk through said walls." He said like it was no big deal!

Spike's eye twitched as he walked off, "I'll go back to watching the pets! It makes more sense then this colt!" But as soon as he got to the door it opened and hit him in the face and he yelled, "OUCH!"

That is when three filly's voice said, "Sorry Spike!"

that is when Scootaloo tackled Rainbow dash, while Sweetie bell and Apple boom hugged there older sisters happily.

That is when all three Looked to Ben and Jessica confused before Pinkie pie popped up and said, "this is Ben and Jessica the lost princess and the colt Paradox has been talking about!"

Sweetie Bell then looked at Ben and said, "he doesn't look like an alien!" five seconds later her eyes widen as Ben turned into EyeGuy and all those eyes Blinked at her.

a moment Later Sweetie bell was hiding behind Rarity shaking While Apple Bloom hugged applejack and and Scootaloo just stared eyes widen at the Alien.

Ben then rubbed his chin and said, "Eye see I picked the wrong form! That's on me!" he then hit the dial and became Goop.

Scootaloo then smirked happily said, "YOUR MADE OF SLIEM SO COOL!"

Ben then saw Sweetie bell and Apple bloom looked grossed out so Ben hit the dial again and became Wildvine and in a moment he made an apple grow in his hand and AppleBloom looked at it with sparkles in her eyes and Ben smirked.

Sweetie Bell then crossed her forehooves, "you got them but you won't get me space colt!" five Seconds later Ben turned into pesky dust and Sweetie bell's eye sparkled and said, "SUPER CUTE!"

Ben then smiled and timed out and took a bow, and said, "Thank you thank you!"

Jessica smiled happily as she nuzzled close to Ben and Scootaloo stuck her tongue out while the other two crusaders went "aaww"

Twilight then smiled and said, "Ok then moving along Celestia and Luna asked us to show Ben and Jessica around Equestria when he woke up!"

Fluttershy then spoke up, "I can show them my cottage and the aliens it's Close to everfree so I can take them to meet Zecora I mean it's not like there is anything to fear with Ben around I mean worst he goes Swampfire and He bosses around the Timberwolves."

Spike looked confused, "there is no way!" He moved his arms past eachother, "No way anypony can boss around Timberwolves!

Later at the part of the Everfree forest nearest Fluttershy's cottage Spike was holding his nose as Swampfire was making Timberwolves roll over then he said, "sit!"

the Timberwolves then sat and Spike's saw's dropped.

Jessica was giggling at the look on spikes face, as she said, "I know he has a strong smell but still my Ben. Make them play dead next honey!"

Swampfire then yelled out "PLAY DEAD!" The timberwolves then fell apart before pulling themselves back together and Ben raised and eye brow and said, "Nice!"

Meanwhile in the cottage.

Fluttershy was making tea when She saw Discord and she said, "oh hi Discord I thought you would have brought your dad."

Discord rolled his eyes and rubbed his beard, "Why would I want to do a stupid think like that so he can talk about us getting together more!"

that is when Fluttershy poured herself some tea and took a sip before walking over to Discord making him turn red as she giggled and said, "Well I've faced a lot of horrible thinks so I'm not the scared little filly I was when I left discord!" there was a hint of confidence in her voice and she flow up and land right on Discord pinning him.

Discord eyes widen like dinner plates as Fluttershy kissed him and she brake the kiss and said, "So you like me? And here I thought my crush on you was one sided!" In a second All of discord turned red as steam came out of his ears and Fluttershy giggled.

Later on.

Rainbow dash was flying at her top speed through the clouds but Jetray remained ahead of her and she growled as he looked back and said, "you realize while you maybe faster then sound I'm as fast as light my speed is measured in miles a second I'm holding back to spare your feelings!" in a moment he broke some tape between two clouds that was a finish line.

Rainbow dash growled, "DAM YOU OMNITRIX! DAM YOU FOR MAKING HIM MORE AWESOME THEN ME!"

In the clouds Twilight was watching with Jessica in a cloud. At that moment Twilight turned to ask, "Also how did you like Zecora?"

Jessica shrugged and said, "We didn't meet her no one was home we even jumped ahead an hour with Ben as Clockwork still wasn't there!"

Twilight's eyes widen, and she panicked and asked, "I hope she's alight!"

Elsewhere in Bellwood's sewer system

Zecora was waking looking to see instead of hooves she had hands that is when she saw something shiny and saw herself, her golden jewelry and ear rings remained as did her mohawk and white and black strips but she was now human and her eyes widen.

she was dressed in a Black shirt with only a left sleeve, Purple skirt and gold sandals her eyes where widened she tried to walk on all fours but she remember a minotaur witch she thought she now looked similar to and she stood up on two legs strangely balance better.

That is when she screamed when a plumber in full uniform, mask and holding a gun walked by and he held out his hands, "relax I'm not the monster that's running around down here. Wait.. your like Twilight and the other girls!"

Zecora nodded in shock now suddenly believing the crazy stories she heard form town as the plumber turned on a light on side his mask and used it to point to a piece of lizard skin next to Zecora that made her jump behind the man as he said, "Listen My name is Carl Tennyson and we need to get you out of here! It's shedding that means it's growing larger!"

The confused Zebra in human form was about to ask but she felt something scaly move along her feet and jumped behind the plumber before she heard a loud hiss and both turned to see a large snake behind them.

Carl then quickly fired making the thing's jaw freeze solid and making the thing pass out as he said, "Great coil is making other reptiles grow down here too just what we need!" he then lowered the forestock on the rifle down then up again to eject the remains of the empty shell, "And I only have five more Freeze shells to use! Miss I know you don't know me but as an officer of the lay I'm asking you to follow me to get you out of here!"

Zecora was shaking as she nodded yes. And as they turned to walk they heard more hissing and Zecora was shivering.

Carl then looked to the left and fired another shot a a large salamander to the left. As he eject the empty shell he said, "Four more shells" Zecora then screamed and tried to Run only to fall down a hole and Car dove in after her grabbing her and turning so he hit the ground first.

he let out a loud groan as Zecora got up and said, "sorry sir, I'm just in for much a fright, the stress had me trying to take flight to get away, now I feel like we're in such a larger mess.!"

Carl blinked under his mask at the rhyme as he got up and said, "Don't worry this armor has a lot of shock absorbers!" he got up as he got up his helmet light turned off and he tried to turn it on, "that might be problem! What we're after doesn't see light it sees heat things come in contact with, and make! It can see us but now we can't see it!"

Zecora held Carl shiver," no light to light away this fright! I wish I could take flight back to everyfree no way we can fight in the dark!"

Carl then comment on this and said, "do you rhyme all the time?" that is when he heard a hissing sound that turned into the words, "Ben tennysson dares to mock King Coil but not ssshowing up!"

Carl held Zecora and his rifle and moved it around and said, "I'm not just any red spot Coil I'm Ben's father My son's a hero because of how I raised him! And what are you!"

the hissing sound of King coil's voice continued to speak as Carl moved around holding Zecora as he spoke, "Ben'ssss father.. how doessss it feel knowing your sssson failed to save your wife?"

Carl growled and spoke out in anger, "My Son did his best if anything it's my fault for being so helpless back then!" he growled as the memories of Sandra played in his head.

that is when Coil spike form the darkness yet again, "helpesss like now Alone in the dark and unarmed!"

Carl smirked under his helmet and he pulled the trigger while he said, "The freeze shells cooled my gun so you couldn't see it! And while I can't see I hear you!" in a moment the flash of light of firing revealed Coils Face to Zecora making her scream as The blast hit a shocked Coil Freezing him and Car ejected the shell again and fired and repeated till he was empty and Coil was so frozen lighting form above was being reflect by the ice lighting up the large pit a little

so now Carl and Zecora could see the snakes of large size crawling towards them.

To be continued.


	17. What a welcoming party!

In Ponyville Ben was pulling a cart of apples next to applejack as he talked with her, "So why did Rarity want to see Jessica?"

Applejack was pulling her own cart and said, "Something about a princess should have a ball gown or something like that. Ah don't really know, but thanks for helping there Benny!"

Ben trotted along looking around at some strange looks form the ponies around as he rolled his eyes, "everywhere the story is the same fear the hero, because of what if the hero goes mad, doesn't help I was fighting someone with the same powers when they saw me!"

Applejack sighed as she said, "Whoa nelly I never knew my kind could be so blind! You are not Nigthmare you ain't Eon and you's sure ain't no Vilgax!"

Ben laughed as he said " you know that I know that, it's only they that don't know that!"

That is when they heard a voice who said, "I know, but it's star swirls fault for closing the gate that let them and earth interact with eachother it'll take so long for humans and ponies to become friends again!"

At what point Applejack jumped and turned with a yell of "WHOA NELLY!" only to see Paradox as she panted.

Ben rolled his eyes not even shocked as he happily said, "So finally gave Lyra the slip? Or Is she still frozen form seeing spider-monkey's four hands?"

Paradox laughed and said, "She is still frozen!" he then cleared his throat and said, "For the moment that is, but on That subject I just want to let you know I just fulfilled a promise I made to your mother."

In a moment Ben looked sad as he asked out, "You made a promise to my mom?"

Paradox sighed and spoke up, "I told her in many realities she dies, and she asked if her timeline was one of them, to make sure Carl moved on and became happy again. You'll understand in time, Also this apples going to the Cake's bakery is a set up for Pinkie pie's welcome to Ponyville Ben10 party." He then vanished.

Ben rolled his eyes as he moved along and sighed for applejack to follow as he said, "then let's turn the tables on the surprise shall we Applejack!"

Applejack looked confused rubbing her head with a hoof as she said, "What's you's planning there Benny!"

Later on in the back of the cake's house Pinkie was waiting in the dark with her friends and some of the crystal ponies when she said, "Ok Ben will be here every second so everyone be ready to yell surprise!"

In a moment Big chill appeared in front of her and said, "Surprise!" and Pinkie jumped up hitting the sealing going flat for a second before popping back up to normal thanks to a cartoonish sound she made and she land on the ground as Ben timed out and turned the lightson.

Pinkie pie looked at Ben and touched his chest and said, "You just made throwing you a surprise party a challenge!"

Ben smirked and petted her head, "Do your worst!"

That is when Jessica walked in some Ponies bowing as she giggled and walked over to Ben and kissed him, " That's my Ben!"

Elsewhere in Bellwood.

Carl was walking around in the base looking to Driba as he said, "So King coil has unnaturally altered Human DNA leaving us with him either being Animo mutant or he mutated himself."

Driba nodded and added, "yes can't tell between them but now that he is hibernating in a cell we can call in some mind reader to get our answers now, Also that Zecora girl is waiting in the main room please do something with her the rhyming all the timing is getting tiering!"

The galvan then face palmed and said, "great now she has me doing it, oh how stupid."

Carl nodded as he headed off, to see the nervous Zecora sitting in a chair as he walked over to her, "Hi it's me the guy who you ran into in the sewer and saved you form the snake monster you may not recognize me with out my helmet on."

Zecora nodded and looked to his face touching it, "why hide your face? Where you disgraced?" she sound curious.

Carl removed her hand and he said, "No it's just part of the uniform, look you are probably as scared and confused as the other girls where, and unlike my son I'm not good with helping out in this kind of crisis. But I can offer you as much help as I can give and a place to say?"

Zecora looked around strange things and machines all around her as she watched the aliens moving around as she said, "such a strange place nothing is the same, it's put's everfree to shame. I will accept the help, but I will not free load, at any place so don't make haste."

Carl smiled and lead her by the hand not noticing the blush on Zecora's face.

Meanwhile back in Ponyville when the crystal ponies where leaving Derpy walked in wearing a mail hat and said, "Letter for princess of the stars and Ben10!" she yelled as Ben walked up.

Derpy then grabbed the alter out of her bag with her wing and hand it to ben who took it using his magic and he opened it and read it out loud, "Dear Ben Tennyson words can not describe how grateful me and my sister are to you for all you've bone and discord told us about you and our sister's engagement."

In a moment Rarity gasped, "A ROYAL ENGAGMENT WHEN!"

Jessica blushed and flipped her hair, "in the last world while you where all enjoying the hot spring Ben proposed to me.

Flash back.

in the anthropomorphic world Ben was walking on the wall with Jessica as he held her hand and said, "Jessica trust me I love you for you that will never change no matter how much we change. Just like you love me not matter what I turn into!"

Jessica blushed and put a hand to her face, "yes but I just found out I'm a magical princess.." her sentence was cut off by Ben kissing her as he interlocked the fingers on there left hands and pulled by wrapping his right arm around her waist.

Jessica's eyes widen as her wings sprung up wide as the kiss was broken Ben said, "you always where my princess and you always where the most magical thing in my life so nothing has changed.

Jessica quickly turned around and covered her blushing face and said, "Oh Ben!"

Ben hugged her form behind and nuzzled her neck as he happily said, "I wish I had a ring right now!"

Jessica blushed and covered her mouth as she turned around sharply covering her mouth as she said, "Ben darling did you just.."

he cut her off by getting down on one Knee and kissing her hand as he said, "Why yes I did!"

Jessica then hovered off the ground happily as she yelled, "YES!"

end flashback.

While the mane six all went "Awwaa"

Rarity put a hoof to her forehead and said, "A royal engagement and I kissed it because I was in a spa! Who darn you with your loveliness spas!"

Rainbow dash chuckled and hoofed Ben in the foreleg and said, "Way to stallion up there Ben man.. or stallion, I've been doing that all day!"

Ben then rolled his eyes as he said, "Now returning to the princesses letter." He then cleared his throat and read, "and in honor of all you've done for the elements of for loving our sister me and Celestia will be throwing the wedding, we have already planned it the royal ball honoring the engagement is in three days, and the wedding a week after, We're so happy we wish to already call you brother.."

Ben and Jessica both blinked and at the same time said, "But I can't dance!" they then looked at eachother.

Rarity rolled her eyes, "Ok then, well I call dibs on making Jessica's dress and Ben' suit, Fluttershy you are a dancer do start teaching Ben and Jessica."

Rainbow dash then yelled out, "Maid of honor called it!"

Applejack rolled her eyes, "Whoa nelly do y'all remember the last royal wedding?"

Twilight then smiled and said, "but Ben's bug stalker is stuck in a giant bug jar so no problem."

Pinkie pie jumped up and down as she said happily, "Going to be the second best party ever the first best will be my space party when the Equestria arc is over"

Everyone rolled their eyes at her, But then Fluttershy said, "let's move this to twilight's castle I'm pretty sure it's the cake twin's bed time now!" they all nodded and left.

Jessica nuzzled Ben happily as she said, "I only wish my mothers could be there, .. we're going to have to have a second one on earth so our families can be there honey!"

Ben smiled and nuzzled back as they walked, "yes we will!"

Elsewhere in an empty field that was black and charred, Nightmare vile was trotting along it, "Come on I know that seal star swirl made to hold it back is around here somewhere!" That is when he spotted Eon.

Nightmare growled and in a moment become his version of clock work, the chest was rip like, in stead legs it had a slug like metal slime tail, and it's hands had clamps instead of fingers, and it's face was shattered and broken with one larger clock like eye that held the dial. The Key was shaped like a screaming unicorn skull as he roared out "Chrono demon!"

Eon then turned to see the prince and said, "oh come on now we're both bad Ben's here to ruin Ben10's wedding day!"

nightmare looked shocked as he looked at Eon and growled, "he's getting married, fine we'll work together to release this monster on his wedding day but just in case!"

In a moment he was on top of Eon and his clamp hand had crushed eon's left hand making eon scream.

Eon then fell over as the hand as the metal of his hand had turned golden and looked like veins where spreading along form it as Nightmare timed out and said, "A little curse that Chrono demon's powers help me use, it's like petrification but use gold so you can melt down your victim for money!" he said happily before adding, "It is stopped because I want it to! I can easily now kill you and as I casted it with time powers your own time powers won't cure you, you only avoid being melted down in to coins by my grace and mercy I'm the one in control of this bad Ben duo!"

Eon moved his arm groaning as he did so as he said, "And where I thought I was the worst Ben!"

Nightmare chuckled happily as he said, "why thank you sense my mother's pregnancy announcement I've had to step my game up to not lose my throne to my new younger sibling! I play second to no pony! Now then Minion enough talk help me find the seal and how to brake it!" he said shifting between a happy friendly tone to a bossy monstrous one at the end.

Eon rolled his eyes and joined in the search and quickly found a large six point spiral seal three of the spirals where broken, "behold the seal nightmare as you see Star swirl seal worked by banishing humans and the princess, to keep order, when the princess returned one point broke when I send the main six away one broke when you attacked one broke. But any other action we or the princess takes won't brake another we need three other humans minds to cause chaos!"

nightmare rubbed his chin with his hoof as he said, "yes and Ben's law and order mind set makes it so he won't brake a point, then simply summon some bad guys form ben's timeline make them arrive before ben arrives and have them lay low Ben's battles against them will brake the points."

Eon then laughed and said, "while that will work the thing will still need time to brake free it should be right after the I dos of the wedding."

Nightmare laughed evilly as he said, "oh what wonderful fun I'll need to get a camera to record it for my parents, I'll make the perfect foal shower gift. Ben10 losing, After all the way this thing works this will be heads I win, tails he loses." He sound friendly and happy almost like Ben normally does as he said that.

Eon then rolled his eyes under his helmet, "You know to do that kind of timeline alterations I'll need to send a pony to earth for each human summoned to Equestria!"

Nightmare rolled his eyes, "details ,details just pick at random and do it already minion!" he said sounding like his father Sombra.

Eon rolled his eyes and made his hands close as his eyes closed and he saw this realities timeline, where last week Trenderhoof was trotting along in a hotel room he was vanished and replaced with an earth pony with a brown coat orange tail and mane.

his mane was done up in orange spike mohawk he had face paint of a skull on his face a black shirt with a skull on it and knee pats on his knees, and white sports tape around his forehooves.

He Looked around as he confusedly said, "Bro? what gives?"

Eon then moved on to a month ago where flash sentry was replaced by a bat pony with a ghostly white coat with missing patches.

the bat pony had on a big red nose and black and white stripped hat, a black and white stripped shirt and a black coat with two tails, his mane and tail where red and he laughed out, "hahahah looks like old Zombozo's wish to be a world away form Ben Tennyson has been granted!"

Eon then moved to a few days ago where queen Chrysalis was replaced by a new female changeling who was blue instead of green and instead of holes had blue circuit board markings along her forelimbs, and four side horns.

the new changeling looked around and said, "Scanning unknown world unknown life forms yet scans show a Ben Tennyson was here waiting for his return."

to be continued. 


	18. To the wedding part one!

The following day Ben was trotting to rarity's shop to a tuxedo fitting as he looked down at his hooves and the omnitrix, "this pony form thing is weird well I guess I understand how the girls felt now!" he said to himself as he made it the Carousel Boutique.

He then trotted in to see Filthy Rich picking up something looking out of it and then Ben's famous compassion made him speak up, "Sir, What's wrong?"

the Brown earth pony then spoke up saying, " Troubles with my special some pony you probably won't understand" that is when he looked up to see it was Ben he was talking to making him jump!

Ben then rolled his eyes, "Look Sir. I know love trouble Jessica was the light at the under of a tunnel of about Ten bad relationships."

Rarity then came out and took Ben's measurements while he and Filthy talked like she wasn't there. The rich stallion then said, "yeah I get we all make mistakes in love but you haven't reached the point in thinking you married one!"

Ben rubbed his chin with his left hoof as Rarity took measurements of his necks and he said, "True but I was cheated on, Stalked multiple times, Used for one of my forms., throw away when the cheap trill of dating a super hero wore off, and was stupid enough to give one of those mistakes another chance." He said his tone spelling how much of an idiot he felt for the last one.

Rarity then spoke up as she was holding up Fabric to Ben's coat going form a dark green color to black and looking at them and holding them up with her magic to Ben, "I take it that's Kai your talking about and sorry to cut in but can't decide so customer's chose!"

Ben point to the darker black one and Rarity moved along and Filthy looked at him and said, "Fine I'll give you that but I don't know what it matters to you I mean you're…"

Ben then spoke up and said, "A superhero, Meaning I care enough to help others and trust me when I say you look like one of the saddest living things I've meet."

Filthy sighed as he opened up and spoke saying, "My wife Spoiled, She has been colder and less caring sense our daughter decide to be a better pony and not a mini her, then last week she's been leaving in the middle of the night not even looking at me! I don't know what's going on!" He then looked to see Ben in dark green twin tail Tuxedo jacket.

Ben Adjusted the collar of the white under shirt, and the lighter Green tie normally that wouldn't look good on any pony but on Ben it looked stunning and he said, "yes so you believe her love was not real after all then, and fear she's cheating?" Filthy nodded.

Ben then nodded as he looked to Rarity and the mirror she held up, "I have lots of tracking forms I can follow her to see for sure, Now Rarity nice work" He adjusted the cufflinks that had the omnitrix symbol, "Nice attention to detail it's really me Thanks."

Rarity smiled and said, "Any time now darling, Now take it off so I can made adjustments and Clean for the big day!"

Ben nodded and removed the outfit with his magic and turned to Filthy who was stunned as he said, "Well then Show me to your place so I can meet you there tonight!" the rich stallion nodded not believing he had some how been so sorry looking a super hero who was marrying a princess would go out of his way to help him.

Later that night in Ponyville or the outskirts of it Ben was Wildmutt hiding behind a Tree as he kicked Filthy climbed off the vulpimancer back he panted with his eyes open as Ben returned to normal and covered his mouth and whispered, "shshsh we're being sneaky"

that is when spoiled walked over to What looked like a solid stone wall and knocked making a hidden door open and a pony version of someone Ben know stepped out and kissed Spoiled.

filth's eyes widen and cried this was his worst nightmare, While Ben looked at the Pony skull face paint orange spike mohawk skull shirt kneepads and sports tape on his legs he growled as it hit him, "Fistrick!" In a low done.

Filthy looked to Ben in Shock Almost like he knew what Ben was about to say, "One of my enemies he's a muscle headed illegal weapon and tech smuggler, and thanks to one skim involving using aliens as living batteries a kidnapper! I'm Sorry Filthy but your wife is cheating on you with a super villain!" he said in a sat down.

Filthy was crying as he whispered out weakly, "Why?" he sound scared and Ben watched as the two ponies walked in closing there cave.

Our hero looked to the in tears stallion and said, "my guess is she sees more money in being with a super villain then a legal business owner, I'm sorry what she fell in love with wasn't you it was your money!"

Filthy fell over covering his face is he cried and Ben bend over and hugged the stallion, "Listen I'm going to go bust them and send them to jail, you go home! Hold your daughter close, you need to be strong for her!" He then helped Filthy up.

filthy was in tears as he looked at the much younger yet much wiser Ben, "Such much wisdom at such a young age, You're mother most be proud!"

Ben then turned and sadly said, "She was." Filthy's eyes widen getting what he meant and as the rich Stallion left Ben moved forward, looking through his aliens and trying to decide how he want to do this.

Ben asked himself out loud, "do I want stealthy ,quite and easy, or loud and slow and a drug out fight?" He then looked at the dial and thought about how much pain Filthy looked to be in and having to imagine a little girl going through her mother leaving her then going to jail and he teared up, "quite and easy is to good for them!"

Ben then turned into armadrillo and drilled through the door walking in as he yelled, "HAY FISTRICK HOW YOU GET HERE!"

That is when a voice called out, "I KNEW I BAD YOU BRO!" Ben timed out and followed a trail of parasites yelling Bro over and over again.

He then came to what looked like the battle suit Fistrick first used with Fistrick in it as he charged out Ben simple turned into Humungousaur and held the fist back in a fair fight and he growled, "Do you know what you did?"

Fistrick looked at him and said, "Bro you asking about how I got this thing running again with out that little zappy dudes in a land with little tech, or the cheating rich house wife who was getting me the gold for my machines new reactor?"

Ben then growled and headbutted the machine back and said, "noun now! I get it you used her as much as she used Filthy! She gets you gold to power what ever engine you got in there and you have the mightiest weapon on this planet!"

Fistrick had the left fist turn into a drill as he went in to for a left hook and said, "don't' forget the mass rewiring of the controls so ponies can use them bro!"

Ben hit the dial shrinking down in to Atomix so the drill fist missed completely and Ben punched a leg making the leg brake off and the suit fall to his knee, "you trained animals to use tools and talk and now making a new engine form scratch and altering tech for another race! Why are you a criminal you could make tons of honest cash using this skills!"

Fistrick opened the dome and pulled out a cannon altered for hooves and took aim and happily said, "No disrespect bro but that's the most boring thing I ever heard! No disrespect!" he then pulled the trigger but Atomix walked right through the energy fire.

Fistrick's eyes widen as Atomix slapped the weapon out of his hooves and Ben tapped his head knocking Fistrick out hard. Atomix then hit the dial, to change.

elsewhere Spoiled rich was trotting along a tunnel a bag over her shoulder that seemed to be filled with blue prints when she saw a red flash behind her and turned around to see Ben10 and she said, "oh it's the freak marrying the fake princess."

Ben rolled his eyes not letting her insults get to him and he said, "so you cheated on your husband then left your boyfriend to handle me so you could try and get away with alien tech plans to sell I'm guessing as you only seem to care about Money!"

spoiled Rich rolled her eyes and said, "You are only half right It was Fistrick's idea for me to head out with the plans to make an empire for us! I honestly care about Fistrick, money comes first but he's second place. He's everything I want a stallion who wants money and want let, 'honor' 'decency' and 'the law' stop him, in a right world me and him would have been born on the right world."

Ben growled as he said, "so you only care about him and money, all I can take form that is you never cared about Filthy or your daughter!"

spoiled coldly turned to leave as she said, "She was a means to an end, that turned out bad thanks to a stupid unicorn a farm pony and a flightless Pegasus!" That is when she heard a sound and saw a green flash.

Spoiled turned to see Toepick and she raised and eye brow, "Am I to be impressed?" That is when the mask opened and her eyes widen as she lost color and screamed in horror.

the next morning Filthy rich was in his living room sitting down his daughter cuddled up to him in her sleep she looked like she cried herself to sleep.

Filthy didn't look much better but he read the story in the paper, he then looked to his daughter diamond tiara who nuzzled up to him in herself and he smiled, "I don't' care what they say, I got you out of it so it wasn't a mistake." He then put a hoof around his daughter.

Elsewhere on a train to Canterlot the mane six, Jessica and Ben where riding, Ben passed out in his seat next to Jessica.

Jessica smiled as she crossed her front hooves, "Went out of his way to help a stranger, That's the pure heart I fell in love it!" She then kissed his head in his sleep.

Rarity smiled and said, "I'm happier about the pure love I'm witnessing then my outfits being worn by the bride and groom of a royal wedding! It's so heartwarming!" She said holding a hoof over her heart.

Applejack just looked at her reflection in the window seat and said, "Any of Y'all struggling to get use to being a pony again?"

Pinkie pie was barely holding a cupcake with her hooves, "Tell me about it I forgot how to pick things up with hooves! I had to ask Mr. Cake to open the door for me because I couldn't get a hold of the knob!"

Fluttershy nodded and said, "I'm not really struggling but I'm not use to being covered in fur anymore making me itchy!" she then scratched her left hoof with her right.

Rainbow dash sighed and said, "I can't believe I'm saying it but I miss being human too, but only because the different body made everything a wonderful challenge!"

Twilight without missing a beat then said, "I miss bacon!" the other pony girls turned to look at her in Shock Flturershy's eyes widen and All Twilight did was say " you heard me right! I've been human enough times to try meat, you should all try it if you're ever human again, it's tasty!"

Fluttershy just looked away and in a moment said, "Well to every one .. everypony there own!"

That is when the train car shock waking Ben as he noticed something flying in and quickly turned into feedback and drained the energy out of the little bug and held it, "it's a nanochip Elena!"

That is when a digital sounding mare's voice said, "If I can not have you Ben Tennyson then no one shall!" That is when other ponies ran screaming as what looked like drills made of bugs hit the roof.

Jessica growled her eyes glowing along with her horn as in a flash she teleport herself Ben and the elements of harmony on top of the train to see the nanochip changeling.

Elena morphed her wings in to what looked like Shoulder cannons and used them and her new horn to fire off blue energy blast.

Rarity's element glow as she summoned a barrier to block it only to gasp when the drills where flying making them all spit apart.

Rainbow dash was flying faster then ever and right when it looked like the drills where hit eachother they broke apart in to four smaller ones and chased after her, "oh come on!" She said clearly frustrated by the turn of events.

Jessica was charging firing energy blast as Elena as Ben was Chromastone absorbing her shots!

Elena morphed her left front hoof in to a buzz saw and charged to try and slash off one of Jessica's Wings but she quickly took to the air to avoid making Elena morph her cannons back into wings to take off after her.

But Something stopped and shocked her making her turn to see Ben as Frankenstrike as she said, "you leave my Special somepony alone!"

To be continued.


	19. To the wedding part two!

On top of the train Jessica was making her making her horn glow as she angrily fired a mana blast at Elena who simple broke apart into nanochips and reformed behind her where she was tackled by Rainbow dash.

Rainbow dash was smirking till she broke apart again to escape, "how does that even work?" she asked in shock.

Twilight domed the chips making up Elena in a magic bubble with she was shirking while Fluttershy was flying away form other nanochips as she said, "if you had looked into thinks you would know she is made out of a lot of nanochips stacked on top of eachother to create a living shape! She is literally bugs!"

Rarity was hiding behind some diamond shaped magic shields looking sick and green as she said, "She's nothing but bugs!?" That's not right!"

Pinkie pie was spraying bug spray at a cloud of nanoships making them die as she said, "Even worst when you remember she use to be human but chose to become this to become queen of the nanochip hive mind!"

Applejack then throw up off the side the of the train as Twilight's energy bubble got so small the nanochips inside where smashed, "So gross!" she then watched as another cloud of them reformed into Elena.

Elena then made her left for hoof into a buzzsaw right in front of Applejack's face making her turn and yell "WHOA NELLY!" She then ran and yelled out, "HAY BENNNY HOW ABOUT SOME ALIEN HELP!"

Ben was Snare-oh as he hit the dial and became Ampfibian, "I'm trying this things are making an electric field strong enough to mess with the omnitrix I can't control what I'm turning in to anymore!" he then hit the dial and became heatblast and throw fireballs at a nanochip cloud as he said, "Making this real hard! When it should just be a Gutrot win!"

Fluttershy was running form a cloud of nanochips that formed a floating chainsaw while in tears, "She is a horrible, horrible bugs!"

Ben then hit the dial and became Nanomech and as the droens got close to him he sprouted tentacles and hit the drones making them turn green and go after other drones making them turn form blue to green too." This will do!"

in a moment what looked like Greenclouds of Nanochips formed a male green version of Elena's equine formed with an omnitrix dial on the chest as a computerized with a large number of echos version of Ben's voice said, "Nanomech can play the hive mind as well!"

in a moment Green clouds of Nanochips clashed with Blue ones making the mares all look to Ben in shock.

Applejack blinked and said, "Did Ben just decide to fight bugs with bugs?" she asked in shock.

Jessica blinked and said, "why yes he did yes he did!" she sound shocked.

Elena smiled and moved closer only for her form to start to brake apart making her back away as Ben stated, "your believe we are made to be is clearly flawed. Flaw one, You are not Elena. Elena was a human being not the hive mind of a swarm. You are the nanochip queen who absorbed her mind to blind in and was tricked into thinking you where her by experiencing emotions for the first time!"

Ben stepped forward making Elena back up as parts of here were changing form blue to Green like a virus. "Second Flaw, Ben Tennyson's heart belongs to Jessica Jackson and no one else."

Jessica smiled happily and blushed under her fur, "Oh Ben!"

Ben smiled as he moved Closer To Elena who was struggling unable to move her legs as he said, "flaw three Elena was nothing more than more then a friend. All I feel when I see you use her face is the need to avenge my friend's murder at your hands!"

Ben then got closer and looked her right in the eye as her eyes turned Green, "you want a hive King and you have sadly gained it! Using nanomech's Adaptive ability and the fact as a half human he is not affect by your hive mind, to high jack the hive mind, they are now destroying the enemy swarm and it's Queen, your body and you! Be careful what you wish for is a human saying for a reason!"

Ben then turned around as Elena turned Green then fall part the drones looking like they had turned to Stone! And a moment later Ben's hive mind body fell apart as Ben returned to human and all the nanochip's fell down dead, no brain now motion.

The girls all stared wide eyed as Ben opened a hatch to get back into the train.

Rainbow dash then spoke up, "Was that gold fury awesomeness?" She asked confused by what had just happened.

Jessica nodded, as she went back into the train with Ben followed by the other six mares.

Pinkie pie closed the hatch with her tail as she said, "Well now that was a thing! How did she even get here?"

Applejack looked to her and said, "sugar cube she's a stalker I think following Ben to another world is normal for her!"

Rarity then spoke up and said, "I don't think so darling if it was just her then why yes I would agree, but seeing as Ben had a throw down with Fistrick last night I'm not to sure about it just being stalking." She seemed worried as she spoke.

Fluttershy rubbed her chin and said, "but isn't two just coincidence?"

Twilight nodded joining the conversation as they all trotted back to there seats, "why yes it is, three is a pattern. If we see another Enemy of Ben then it's a pattern and something fish is happening, to try and ruin the royal wedding of Ben and Jessica."

Rainbow dash then spoke up, "and why are we talking about that being an if? Name one wedding for the royals or the Tennyson that didn't go south thanks to evil?" She said clearly stating the facts.

Pinkie pie blinked, "Aren't I the one who is suppose to know what's going on because I can break the fourth wall?" no pony paid her weirdness any mind.

Once they Arrived at Canterlot Twilight's eyes widen as she spotted a missing poster for Flash sentry, then notice a creepy circus tent.

Ben Sighed and said, "I know were this is going come on girls we have an undead clown to fight!"

Applejack's eyes widen at the statement as Ben trotted along and she said, "wait what?"

Jessica followed ben and said, "His name is Zombozo! He feeds on souls that feel are currently scared or happy, so no getting scared of happy or he'll be absorbing part of your soul!" She said like it wasn't weird.

Applejack's eyes widen more as Pinkie pie put on a sour face, "I shall try my best to not smile!"

Rarity trotted past applejack, "Now come along Applejack, we have a circus of evil to take down!"

Twilight trotted past the stunned Applejack and said, "Adventure!"

Rainbow dash trotted past her and grabbed Applejack with a wing and drug her, "Come long! I don't get why you're scared we already fight zombies before!"

applejack then yelled out, "yes but noun of them was also a dang blasted Clown!"

Ben then yelled back to her, "I KNOW THE CLOWN IS THE SCARY PART OF HIM!"

meanwhile on earth.

Carl was checking out a creepy abandoned lab as he plugged his suit in to a computer turning it on, "the power is out so I'll have to use suit power!" he then check through the systems and found something, blue prints and equations, with he was down loading.

he then hit the side of his helmet and said, "I found the lab where King coil was first reported and sending you what's on the computer."

Someone on the other end, "it looks like a simpler version of Animo's tech, we can't rule Animo out of involvement just yet!"

Carl then picked up what looked to be a journal and opened it and said, "I just found a journal there is no name but last time I checked Animo didn't rant on and on about reptiles!"

the plumber on the speaker then spoke up, "couldn't have been a phase! Try to see if you can find an unbroken security camera video may help prove or disprove Animo's involvement in king Coil!"

Carl nodded as he unplugged his suit making the computer shut down as he looked around and after an half hour found the camera and quickly climbed to remove it's memory card.

Carl then pulled out a hand held device and plugged it in to see a video of a guy using a strange machine on himself making him turn into what appeared to be king coil and Carl called it in, "Coil created himself I'm watching it now!"

the other plumber then said, "Ok then get out of there we have what we need."

To be continued.


	20. to the wedding part three!

Deep inside a circus The elements of harmony where tied up hanging upside down over a tank of green bubbling slime, Twilight and Rarity having bands on there horns locking away there magic, while the pony form of Zombozo laughed.

Pinkie pie shivered and said, "I'm with Ben Clowns are evil!" they where being lowered into it making Rarity scream.

the white unicorn pant in fear, "please be something deadly and not just slime!"

rainbow dash sighed, "I don't know what's worst this is how I go? Or the fact my last though will be that evil undead clown's laugh."

Fluttershy was crying, Twilight was wide eyed as she watched a crack heal in Zombozo's skin.

Applejack looked to Twilight and whispered, "Sugar cube you look like you got something to add please let it be the way to save our flanks!"

Twilight then point with her hoof and said, "the wholes and decay in his skin is healing the more we panic he's not going to kill us just scare us!" At with point the rope broke and they dive head first in the slime.

where they made a gross sounding splash as they float up and Rarity cried as she saw her wet slime covered mane in front of her eyes and she cried, "YOU MONSTER! YOU MONSTER!"

Applejack then elbowed Rarity and said, "Rarity stop being scared! You're making the clown stronger!"

Pinkie pie was whimpering, "Were is Ben and Jessica!"

At that point the door blast to Show Jessica covered in what appeared to be applepie growling next to her was Ben as fourarms who was cracking his knuckles.

Zombozo gasped, "How did you escape, pie maze and knight golem armies!"

Jessica's eye twitched as she said, "It was a giant pie I walked through it!" she was clearly annoyed she had to explain it.

Ben then rolled his eyes, "I have an alien who is a walking chemical lab one fart and they where solid blocks of rust dude!"

Jessica's Magic then pulled Zombozo closer as Ben start punching the now held helpless by alicorn magic clown over and over, till the undead clown was knocked out.

A moment later Jessica dropped him and used magic to remove the magic locking bands form Rarity and Twilight's horns.

the next second diamond shaped energy shields slashed the rope as Rarity jumped out and cried running to Ben and saying, "Become water hazard and hit with a water blast please!" she was in tears.

So Ben hit the dial became water hazard and hit her with a water blast removing the slime making her sigh in relief.

Rarity shock herself off as the other ponies crawled out of the slime tank and she said, "right now Ben I believe some other girls need a power washing!"

Jessica moved to the side of the other five elements and said, "yes we do Ben!" Water hazard then fired off another water blast.

Later on Celestia was going to greet the elements her sister and Ben but she noticed the Mares were all wet.

Jessica said, "sister do not speak to me till I have had a proper bath!" she trotted past her.

Rarity trotted by and said, "Stupid undead clown!"

Pinkie pie who's mane was flat trotted by the princess of the sun and said, "I will smash all the clowns with a mallet!" she sound angry.

Applejack trotted by her hat looking like it was falling apart, "Dang clown ruined my hat! He better not ever get out of that crystal block Ben put him in! or there will be pain waiting for him."

Rainbow dash's fur, tail and mane where fluffier then normal as she said, "I feel like a marshmallow !"

Fluttershy who was in the same state trotted by in the same state, " My fur, and mane are ruined! It'll take bucking weeks to get it back to normal!"

Twilight then walked by her former teacher and said, "I hate undead clowns more then the normal undead!"

Ben then walked up to his confused future sister in law and said, "best way to put it is we got attacked by an undead clown. I trapped him in a block of crystal just let it rest in his circus of evil! Don't touch don't even look at it! Or he'll escape! And you don't want a soul devouring clown on the close."

Celestia just nodded slowly, in understanding before Ben trotted past and she then whispered, "undead clown? Aren't' normal clowns scary enough!?"

the next day the prep for the wedding was happening.

Jessica was looking in a mirror in Cadance's wedding dress.

Cadence smiled at her aunt and happily said, "I'm amazed we're the same size Aunty!"

Jessica moved her wings a bit, "Well it hade to be taken out in the wings!"

Cadence rolled her eyes and said, "you don't have to gloat aunty!" with made Jessica look at her confused not knowing what she said.

Elsewhere in the castle.

Ben was in his suit his hair done up perfectly as he adjusted the tie with his magic as Rarity walked in and gasped.

Rarity smiled and said, "and there is the dashing charming hero that laid under the depression and angst!"

Ben smirked and nodded, "I know I know, but I prefer to only look my best for Jessica, I only wish I had someone I knew as my best man." He said sounding kind of bitter about it.

Rarity sighed and said, "Well it means the world for Spike first non-pony to be in a royal wedding."

Ben then rolled his eyes, "It was spike Blueblood or Shining Armor, and well the Spike I meet isn't a super villain, and I've never meet shining in person!"

Rarity shivered in her dress and state, "why was blueblood an option!?"

Ben nodded in agreement as he said, "I know right? No version of Blueblood is the best man or stallion in this case."

Elsewhere Spike was adjusting his bow tie in his tuxedo top, "first noun pony to be in a royal wedding making history today spike! Making history today!"

Twilight then trotted in in her normal formal dress as she said, "We are ready!

Unknown to them Nightmare vile was watching it all through a green mist his dark magic was creating.

Nightmare watched the wedding move along till Ben and Jessica said there I dos and kissed then the ground shaked and he smirked." Perfect timing!"

He then turned to see the seal on the ground breaking, freeing a black slime with Green eye like plots in it slowly making it's way to Canterlot.

The evil Prince then smirked as he said, "Ruined Ben10's wedding day Victory for me!" he then opened a portal with magic and left."

Eon then appeared and made a dome around him to protect him form the slime, "sadly he is the only villain to get a win and live against a Ben! I most admit he is the better worst Ben!" He then crossed his arms and sighed.

Later on in Canterlot the party was cut short as the blob was seen.

Luna looked to Celestia and said, "Sister is that the thing that star swirl locked away?" Celestia nodded before seeing two things Jessica looking angry at the Blob and a blue and black blur moving past them at great speeds.

at that moment Xlr8 appeared before the Blob and he looked at it, "Let's see now what is you?" he then hit the dial and became Waybig and fired a cosmic ray at the ground while moving making a large fissure the blob was slowly falling into slowing it down, " that'll give me some thinking time!"

Ben then timed out and began looking through his aliens, "Ok what to try first burning you? Aging you? And chocking you?" well I have time you move slower then a snail."

Ben then slammed down his dial.

To be continued. 


	21. Enter the new Alicorn!

The elements of harmony, and Jessica arrived on the Scene to see Ben at Brain storm avoiding the Blob while shocking it as parts of it formed laughing mouths.

Twilight's eyes widen in horror, "It's alive isn't it!"

Ben nodded as he hit the dial to become Jetray to fly up into the air next to Jessica, "And thanks to the pillar attacking it first it thinks all Ponies are monsters that want to hurt it, so it's plan is to destroy the monsters before they hurt it!"

Twilight screamed, "MY FOALHOOD HERO IS AN ASSHOLE!" She screamed at the top of her lungs almost using the royal Canterlot speaking voice.

Fluttershy was in the air looking down at the blob looking sick to the stomach, Rainbow dash was turning slightly green at it.

Rarity was on the ground making a dome around here Pinkie and Applejack as she stuck out her tongue, "Well to be far unlike Ben they had no way to talk to it! It's not like a pillar can reverse mind read and mind read to have a mental conversation with a thing!"

Pinkie pie shivered as the slime covered the dome and an eye formed to look at them and it was blinking, "Why is it blinking!" she asked scared.

Applejack sighed and adjusted his hat, "Ok Anyone else wish we're back in Bellwood right now? Where we knew what was coming for us?"

Up in the Air Jessica looked to Ben, "Ben please talk to it say we are sorry for the pillars!"

Ben sighed, "Honey don't you think I already tried that? After thousands of years form it's point of view of being stuck in a dark hole by ponies it, like anything else that went through that can only see ponies as monsters."

Fluttershy shivered and asked, "what is it?"

Ben shrugged and hit the dial becoming Astrodactyl where he said, "it won't tell as it just sees me as a pony as it saw me in that form, But the mouths it's growing are new I wonder!" He then opened his mouth and fired off an energy beam and when it hit the blob made a small hand.

Ben rubbed his chin and said, "yes yes I see the mouths happened as brainstorms lighting charged it, and now it's making hands, form being charged by my energy beam what does that tell us Twilight?"

Twilight rubbed her Chin struggling to figure out what Ben had she stuttered for a moment before Ben cut her off and said, "More energy it gets the more solid it gets. It's not a blob it just was unlucky enough to live throw being melted!"

Before anyone could say anything Ben became clockwork and opened a portal they fell into to join Applejack Rarity and Pinkie pie under the slime.

Jessica then said, "It's not a blob it's just something that survived being melted!" She sound grossed out as three wingless ponies made a grossed out face.

Twilight then cleared her throat," And We know two things one the pillars attacking it make it think ponies are monsters, and two it absorbs energy and the more it absorbs the more solid it becomes So we're going to try the elements to see if that will be enough to unmelt it ans an apology for the pillars."

Ben then became Shockrock and said, "And we're boosting it with Shock rock so ok everyone join hands or hooves." They then formed there circle and charged the element of harmony blast but now it sparked with Shock Rock's blue lighting and in a moment Rarity dropped her barrier as the blast fired at the slime knocking it back.

the slime was knocked back and changed it got up it was two legged and had arms but it was knuckle walking it's body still semi liquid making it purple dripping with slime covered in the eyes and malformed mouths as it groaned in pain, "I .. speak.."

The Elements Jessica and Ben looked at it in horror.

Rainbow dash covered her mouth as she said, "I take it we didn't have enough power to undo his melting!"

in Canterlot a large screen was showing everything how it appeared Well Celestia and Luna guessed it was Discord or Paradox.

Luna stuck out her tongue, "I feel so sorry for it! And so enraged at the pillars!" she said her eyes glowing white.

Celestia's eyes widen as she nodded turning a light green, "yes Poor thing Sister while everyone else watches we most go help our sister and brother in law our Alicorn magic may be able to help the poor thing!"

Luna and Celestia nodded and flow off.

Elsewhere Back at the battle with the former Blob.

Twilight spoke up, "I am Princess Twilight Sparkle We are not monsters the ones who locked you away and attacked you were clearly asking for help was the Pillars we will punishment them! We hope you accept us mostly undoing your melting as an apology on behalf of Equestria."

the Blob looked at them and said, "the pain! The horrible loneliness your kinds evil is unforgiveable! You think this horrible still half melted state can make up for over a thousand years of pain loneliness and darkness!? Well you are wrong! I heard your world around you! A school of friendship! Any race that has to be taught how to be a friend is not a friendly race!" he stated.

Twilight blinked and though about it for a moment and said, "I can't fault it's logic on that one!"

the former Blob then slammed the ground making it shake knocking the Ponies and Ben over before it opened it's arm it's three fingered hand making smaller Blob come form it's hand and move forward as it said, "I will get the power I need to be unmelted!"

That is when Celestia and Luna appeared in the air and fired on the mini Blobs making them turn into energy and fly to the former massive slime making the thing stand up right as he held it's back a few eyes and mouths on the body closing as it gained two eyes and one mouth on his head area as it said, "My spine has returned!"

Celestia and Luna fired energy into the blob making it's body stop running for a big but it still wasn't solid.

it then took a step and said, "Your attempts to harm me will not hurt me anymore!"

Luna then called out, "We're not hurting we're trying to help you!" the Blob then slapped her way" As if I'll listen to a monster!"

Ben then looked at him, "the pillar's are the bad guys not the princess and Elements buddy!" That is when the Blob turned and tried to step on him only for Shock rock to hold it back.

Ben could see the slimy foot absorbing the energy as he growled, "You want to be unmelted well take it!" he then growled and fired off all the energy in shock rock into the slime making two things happen.

Ben fell over the blue energy parts of him now solid and black making Jessica rush to her side.

and two the slime beast had changed it was now solid purple stone it's eyes and mouth remained on it's face but nowhere us, it's malformed hands now clearly had two fingers and a thumb.

the clear golem looked at it's hands and punched the ground making a hole open up that made Jessica us her magic to grab Ben and fly off with him.

Twilight picked up her wingless friends as the area was destroyed made in to a massive hole yet he area behind the Golem and where it was standing did nothing.

The golem then turned and said, "Now that I am Solid your kind will pay for my pain in the past! For looking at something in pain and making it's pain worst, with your pain in the present!"

Jessica was crying but she looked down and saw the blue glow returning to Shockrock making him weakly said, "thank for the recharge honey!"

that is when Paradox and Discord appeared Discord carrying his Father by holding his dad's arms in the air.

Discord then sighed and said, "Well Mess the Pillar's made isn't it? I think all this learning about friendship stuff is a few thousand years late."

Celestia nodded and said, "yes but cut the horsing around I know full well your dad gives hints at times like this so Paradox hint please!"

Paradox sighed and said, "this is to great for a hint. It is to late to make friends with the formerly melted one. It's to late for peace it will have to be slain to avoid millions of deaths!"

Everyone's eyes widen as they gasped and Ben weakly said, "No! there has to be another way!"

Discord then blinked some how growing a second lion paw to rub his beard, "Well I suppose banishing him form this dimension could also work as he won't end up in a pony place. But the problem there is it'll take eight giving up there abilities to stay and return to this place. So it's either it life or you seven girls and Ben are gone for good!"

Everyone blinked.

Twilight sighed and said, "Humans believe if a greater good can happen form self-sacrifice do it, I won't be the princess of friendship if I didn't sacrifice for my friends."

Rainbow dash rubbed her chin and said, "well .. IF egg head will do it, I'll do it too, Can't be out awesome heroed by both her and Ben."

Applejack adjusted her hat and sighed, "Tell my siblings and grandpa I do this for them paradox" She sadly said while floating in Twilight's magic.

Pinkie pie sighed sadly her hair falling flat she wash hovering in Luna's magic as she said, "I haven't even gotten to see family yet but I will protect them. Pinkie pie is in!"

Fluttershy put her hooves on Discords face and kissed him deeply making his eyes turn into hearts and everyone else gasp as she broke the kiss and said, " I have to be the hero But you Look me up in Bellwood!"

Rarity blinked in shock and said, "As much as I'll miss my little sister I would ready be a good example then take the easy way out and stand beside her with such dirty hooves. I agree with my friends."

Jessica then flow over and for a moment hugged her sisters making there eyes widen as tears fell down, "It was nice to meet you sisters thanks for the wedding, but looks like it's time for us to part again." She sound so sad.

Ben then weakly whispered, "I'm so sorry I could make it so everyone had a happen ending." He sounded sad, as shockrock's form cried making the Elements glow as they beamed over into Shockrock making a green light over take him as every one covered there eyes.

Paradox smiled and said, "And shockrock's true power is unlocked Omnienchanced!"

That is when the light died and a taller version of Ben's pony form with wings and a dark green almost eternal looking mane and tail, hovered in air covered in armor made form Shockrock.

he had a stone chest plate holding the dial for the omnitrix. Stone combat boats with spikes. Green stone shoulder plating and what looked like a stone Crown upon his head, the armor made his wings and horn cover themselves in Shockrock's blue energy, before that energy turned rainbow colored.

Everyones eyes widen.

Pinkie's hair puffed back up, "Shockrock merged with rainbow powered male alicorn! Amazing!"

Celestia's eyes as she looked at Ben and said, "sister dear thou be very lucky!"

Luna looked to the new pony forms cutie mark it was a black double helix with the omnitrix symbol over it and blinked, "Amazing!"

No one seemed to notice discord and Paradox left.

Ben looked at himself then to Jessica who had her jaw dropped same for the rest of the girls and he gave a smirk, "I guess this makes me a prince then! Well then Call me Princess double helix!" He then flow off at speeds that made Rainbow dash jealous.

Fluttershy then spoke up and said, "all I can say is Yay!"

That is when Ben appeared before the Golem and most of Canterlot the Golem looked at him, "Another monster!" he tried to knock him away but the rainbow glowing left Wing of Ben's stopped the attack mid strike.

Ben growled as his eyes glow in rain bow color as he used the royal Canterlot speaking voice and said, "We're not monsters the pillars are the one who attacked you when you asked for help it's just them! And I'm sorry for what they did to you! For making you suffer as a living melted pile of slime for over a thousand years in that dark hole in the ground they locked you inside of! We said sorry we even restored you! Yet you won't accept it and I don't blame you! If I had went through what you did I would probably believe ponies where monsters too."

Ben looked at him and while still using the speaking voice he sound apologetic, "So we've decided to send you away to where they are no ponies at the coast of seven of us never being able to return here either! If that doesn't show you it's just the pillars who are the monsters nothing will!"

Ben then flapped his wings as his glowing horn glow brighter and in a moment the Golem faded away to some other place and time as did Ben Twilight, Rainbow dash, Fluttershy Rarity, Applejack, Pinkie pie and Jessica.

the day was won but at a coast something new to he ponies below.

a saddened Celestia and Luna then landed, as the princess of the night sighed, "this was suppose to be a magical day, now it's bittersweet as the humans say."

Celestia nodded and said, "yes and we are going to kick the Pillar's butts for it!"  
Meanwhile in the air over Bellwood while the Ponies where now human again Ben was still princess double helix the armor and rainbow glow gone making him a normal Alicorn with yellowish brown hooves and he used his magic to catch the Seven girls as they all fell and lower them gentle to the ground.

where Ben timed out to human and he held a crying Jessica in his arms tightly as he held her.

Pinkie's hair went flat as she said, "not even the coming space party will cheer this train wreck of events up!"

elsewhere in another time and place.

Nightmare Vile was watching Ben holding his crying wife on a crystal ball he was moving with his magic laughing in victory.

behind him was his parents.

Twilight smiled happily and hugged her son, "My baby boy the only one to beat ben10 and live! I'm so proud!"

Sombra chuckled evilly, " how wonderfully evil of you my boy!"

to be continued. 


	22. The Animo brothers?

In Canterlot Celestia was sighing as she looked to the day time sky sadly, "A new day and I didn't want to raise it!"

At that moment Discord popped out and said, "Really Tia I thought you of all ponies would be the one smart enough to go, 'ok they can't visit us so let's visit them!' "

The Solar Princess's eyes widen as her jaw dropped but Discord closed it and said, "Now let's not get ahead of ourselves Tia. There is rules after all! I can't just take you there, you need to get the gate way Star Swirl shut down broke and spread to the four corners of equis back running again."

The Princess stomped the ground and growled, "Where are the parts I'll gather them myself in one days time!"

Discord sighed and said, "You couldn't get through the barrier, you where such a little filly you probably forgot your magic was used to lock it so no pony could get to them, and space time is a mess so dad can't call in help for a week! In week he'll be getting a hero delivery!"

He then vanished leaving Celestia stunned.

Elsewhere in Bellwood.

The six former ponies where sitting at Mr. Smoothy looking depressed as they where drinking Smoothies.

Pinkie's hair was flat as she sadly said, "Only mare in human form happy is Zecora well if the.."

Twilight covered her mouth and looked at her, "Pinkie pie we all heard don't mention it, really don't mention it!" she sound kind of bossy.

Rarity's hair was a mess as she said, "thank goodness Ben and Jessica moved into the plumber base, Carl took the wedding better then the Jacksons did. I mean honestly your daughter is a lost princess who can never return to her kingdom and married a super hero! How many paretns would gloat about that?"

Applejack sighed as she drank an apple smoothie and sadly said, "I fear what Equestria is going through they just learned not every story ends with the heroes winning, most of the time is both sides losing." She rest her head on her hand as she looked to it. "Well at least we're use to human bodies by now!"

Fluttershy just sighed, "I hope Discord stops by soon!"

Rainbow dash crossed her arms and said, "I mean honestly I didn't see this coming when it started! And what the buck where all those bad guys doing in Equestria to start with?"

Pinkie pie blinked and got up before saying, "I guess we'll only know if the writer thinks it's important!" Her friends rolled their eyes as she said, "well I'm going to get ready for my space party, maybe that will cheer me up."

Pinkie pie then left the group as she headed for mail but once there she jumped her eyes widen as she heard an alarm and turned to see looked like Changeling as they use to be sealing jewels form a store.

Pinkie pie raised her eye brow and said, "What the hell? I mean I would pony up but not in the spirt to do it!" That is when one of the little bug horse grabbed her and start run off with her as it said, "It's her she'll make the queen love us!"

Pinkie pie saw the changeling was taking off so she started screaming, "HELP HELP I'M BEING KIDNAPPED!" a moment later she felt the sprinkler turn on hitting the changeling making it's wings get wet and it slowly lose hair till it crashed in the water fountain.

Pinkie then got up out of the water spitting it out and went on a happy little rant, "you can taste all the pennies kids through in these things for wishes! Also thank goodness he wasn't that high, I mean I would have been just fine either way because I'm Pinkie pie and all but!"

She then spotted what looked like heatblast and waved, "HI BEN!" she sound happy as she said that.

The heatblast was letting out steam as the changeling came at him and he throw fireballs as he said, "I'm Alan not Ben! I'm just a pyronite!"

Pinkie pie got out of the fountain as she shock herself off making her hair puff back up as she said, "to confusing!" She then side stepped a magic blast form a changeling horn as she said, "Wait how come you guys didn't go human? Come to think of it how come the omnitrix let Ben keep his alicorn form as a transformation?"

Alan rolled his eyes as the sprinklers still came down making his fire blast more of steam shoots as he said, "you most be Pinkie pie care to help?"

Pinkie pie then stuck her tongue out and start digging around in her puff hair and she pulled out a rolling pin and used it to knock out a changeling and said, "there I helped!" she then smiled.

Alan rolled his eyes as he saw the bugs coming at him and he said, "not what I meant."

Pinkie pie then pulled out a can of bug spray and sprayed it making the Changeling cough and run away dropping what they stole and said, "That better?"

Alan returned to human form and said, "yes!" he sound sarcastic while he said that.

Pinkie pie then hopped over to him and poked him, "Where did your rock Skin go? And also where did your cloths come from? Shouldn't they have been over your fireform? Or burned when you went Alien?"

Alan blinked and his was clearly stunned as he said, "..I never thought about it?"

Pinkie then returned to her normal happy self as she followed Alan around all day asking all kinds of questions.

Elsewhere.

Applejack was walking around Bellwood heading for the park to as she sighed, "just stay calm sugar jump you's can make it through this maze of steel." That is when the part of the side walk she was walking opened like a trap door.

When she fell a strange hovering robotic arms tube like arms grabbed her and pulled her along she struggled ponying up giving her back her ears and her earth pony strength but she still couldn't break the robot's grip.

Her eyes then widen as she saw cages of animals that looked to have been turned into cyborgs and her eyes widen , "WOW NELLY What kind of nightmare is this!?" She screamed in fear.

That is when She spotted Someone on a throne. His had silver metal legs and black shorts, an uncovered chest showing the right side of it was metal with a metal robotic right arm. The left being organic.

The head Face looked like Animo's but with one robotic eye replacing the two natural ones the top of his head looked to be replaced by a metal dome and he spoke up in a robotic voice, "hello I am Professor Albert Jay Animo! You may know my Twin Doctor Aloysius Animo"

Applejack's eyes widen in horror as she screamed in fear, "NO NO NONO NO!.." that is when the robot sprouted a third arm that covered her mouth so she couldn't scream.

Professor Animo then spoke up point at his work as he said, "My foolish brother though the best way to enhance natures work was by altering it to speed up evolution, as I know where your from that is a rule of life that states creatures will either change slowly into something new over millions of years, to suit the world around them or die out completely."

The cyborg professor then pulled out a scanner and scanned her, as he spoke in his robotic emotionless voice, "I know technology is the best way to improve life! I knew it the first day I stood up with the aid of my robotic spine and legs."

Applejack was shaking as he scanned her, "yes just like the male of your race I found in human flesh around he replaced Fistrick out of the blue it was so strange!"

Applejack's eyes widen as the professor pulled out needle and stabbed her arm making her yell out in pain as the professor said, "Relax I'm just taking a blood sample to see if I can figure out why your bodies while human in nature seem to reject robotics."

Applejack's eyes widen as the professor said, "throw her with the other!"

That is when She found herself throw into a pit of some kind where she landed, and spotted a passed out boy who was the human version of Trenderhoof.

he seemed to be missing his left arm his shirt off to show the area where it was once connect was burned like it burned away something that wasn't suppose to be there.

Applejack shivered and said, "this is a nightmare!"

That is when she heard the screams of Doctor Animo saying, "THEY ARE MINE!" She then looked up to see doctor Animo's jarred head on a gorilla body using it as a new one.

The professor of the brothers then said, "Please you should know you are wrong with out robotics you would be dead and bodiless brother! Why should the idiot who made himself explode form the next down have the joy of unlocking the secrets within them!"

The Doctor yelled as he plugged in a flash drive, "For one thing the female you half is not the same subspecies as the male! Her body works differently. Look I have the scans members of her subspecies have a passive energy field not active like the male!" he sound like he was mocking his brother.

The professor then said, "I would have figured it out,.." He was then cut off by his Twin saying, "The active field makes them Immune to your robotics! That proves your robotic is failed as it can't work on all life forms!"

the professor then spoke up as the metal dome of his head opened and fire plugged into his computer as he over looked the data and rubbed his chin, "yes my mind plugged in to the computer looking at all the information with the ability to understand it all like a machine. I most sadly admit you are correct but the field still boost healing with would undo your alternates!"

the doctor then looked at the Screen showing it, "Past!"

The professor then spoke, "the only hope for improvement appears to be to unit the nature and robotic worlds to enhance life forms to unlock there secrets we will need to unit our skills to great something that transcends both the worlds of robotics and nature worlds.

Doctor Animo held out his hand, "fine but I'll bitch about working with you the whole time!"

professor Anime shock his twin's new gorilla fist," Rght back at you brother!"

Down in the pit Applejack was shaking as she in a blind panic, "It's like a horror movie!" That is when the robot came back and tried to grab her, but Trenderhoof woke up and knocked her out of the way and was grabbed instead.

Applejack then reached into her pocket and hit a button on a white handle tube with with made a red light, "Come on red spots! We need you!"

To be continued. 


	23. This is starting to Bug Jessica

Applejack was in the pit shivering as she heard Trenderhoof screaming in pain and Animos insane laughter in stereo.

She backed away and fell over shivering in fear and horror as she cried out in a fearful whispered, "Two Animos that's too much!" She then heard screams of the professor Animo as he said, "an intruder Attack my cyborg Cerberus!"

Applejack then heard Atomic's voice say, "Are those cyborg attack dogs with two robotic second heads? What is this?"

the robotic toned Animo brother said, "The work of I Professor Albert Jay Animo!"

Ben then screamed as the sound of robotics braking under a big fist was heard, "NO! NO WHAT IS WRONG WITH YOUR FAMILY!"

then the Doctor voice said, "I know he's not right in the head! "

Applejack's eye twitched as she over heard Ben yelling, "LOOK WHO'S TALKING!"

The pony in human skin then put her hands to her mouth to hell, "JUST SMASH UM BOTH BEN! BRAKE UM ! THEN MAKE THEM GO TO THERAPY!"

She then heard Ben yell out, "DID THAT THING JUST FART A FIRE?"

Applejack's eyes widen as she said, "Ok that's the doctor's monster then." She sound stunned.

In a moment A robotic yell and a yell that sound like it was underwhat was heard as the sound of Atomic yelling," I HAVE HAD ENOUGH!"

that is when Applejack saw a blue light flash and said, "it's like when Ben wore Shockrock!"

The professor' animo's voice said, "I'm sorry but is one of your transformations wearing another one of your transformations?"

Ben then yelled out, "HELL YEAH!"a few punches and screams and a robotic arm land in the Pit beside Applejack making her eyes widen later she saw a green flash.

At that point a Rope fell down and said, "Clime up Applejack!"

Applejack then climbed out to see Ben the lar smashed the Animo brothers knocked out the professor's metal barks broken and Doctor's head jar scratched up. "Dang!" She then saw a knocked out mutant lizard the size of a car and knocked out cyborg attack dogs with metal legs and two metal extra heads all over the place.

Ben then picked up a passed out Trenderhoof his missing arm not replaced with a grey metal robotic one, the right corner of his face was also replaced by metal removing the eye and putting a robotic one in there.

Applejack shivered and in horror and said, "Ben is he going to be alright?" she sound scared.

Ben then sighed and said, "physically or mentally?" Applejack sighed and looked down hiding her face with her hat.

Later on in the Plumber base medical wing Applejack was sitting by the passed out Trenderhoof's bed side he was just laying breathing no motion or any signs of recovery and she sighed.

The Earth pony girl in human flesh sighed as she said, "this could have been me, but you saved me!" she then grabbed his hand and said, "no matter what for that ya's always going to be a hero in my book"

At that moment the metal arm twitched.

Elsewhere.

Fluttershy was walking around in the park smiling as a bird land on her finger then she heard something and turned to see a changeling as they use to be flying around with it's head stuck in a trash Can and she blinked.

Fluttershy then took a few steps and said, "I should tell someone about this!" She then picked up the case before ponying up and Taking to the air and she flow to the Jackson's house and knocked on the door and when Lucy opened the door she said, "I need to use your phone I need to report alien invasion!"

Lucy then blinked and handed the winged girl her cell phone and said, "ok then!.. Was my daughter's wedding nice?"

Fluttershy nodded happily and said, " yes but I have to report emotion eating parasites now!"

Lucy nodded and leaned back In the door way, "Not the weirdest thing to happen in this town."

Fluttershy then got ahold of Carl, "hi carl hope I didn't get you at a bad time but I'm here to report.. yes others have reported them to? Oh ok then! Wait why isn't ben on it? .. Twilight Rainbow dash and Rarity are missing? Where could they be? Well can't we just have Ben go gut rot and bug bomb the town?... oh how long would it take to get everyone out … oh right no time for that!"

Elsewhere Twilight was hanging upside down in a cave looking around to see Flash Sentry looking like his human counterpartin the same kind of trance Shining Armor was in as queen Chrysalis trotted out, "I don't know why I didn't become human like your boyfriend but I'm happy my love spells still work! He's love has been powering me a lot!"

Twilight looked around to see a passed out Rainbow and Rarity in cocoons and she said, "So why am I not tied upside down?"

The changeling Queen laughed as she got in her face, "you seeing Flash triggers enough love in you for me to feed off and grow stronger!" she sound so evil and said, "Even if the other him you met before this one had a big part in you falling for him princess besides your human and powerless with out this" she had in her hooves the element of magic making Twilight's eyes widen.

The Changeling Queen laughed as she said, "and with only five elements there is no using this!"

Twilight smirked and said, "you clear missed the headline lost princess and seventh element found!"

The bug horse blinked a few times before saying, ".. Say what?"

That is when She turned to see Jessica walking in she had pony ears her hair grow longer making it look like a tail and she had wings and a horn her element shining on on her necklace.

Before the bug had a chance to do anything She touched her necklace making the elements of Generosity and loyal glow making Rarity and Rainbow's Cocoons shatter revealing the girls in pony up form Rarity touching her horn having missed it.

The changeling queen then watched as rarity summoned a diamond shaked energy disk and throw it cutting Twilight down and out right said, "Seven element lost princess? What the duck!" he stomped the ground as the hive came in and went on the attack.

Rarity was summoning diamond shaped shield to block fire form there horns as she shivered, "it's so dark and slimy up in here!" she was clearly grossed out.

Rainbow dash was flying around happily leaving a rainbow trail that seemed to blind the changeling making them smash in to eachother as she laughed and said, "No need for Ben on this one!" she sounded so happy.

Chrysalis then turned to fly but Jessica appeared before her eyes glowing, "you know I'm a pretty ticked off princess!" She cracked her fingers as she switched to the royal Canterlot speaking voice, "FIRST A SLIME MONSTER WHO HATES PONIES THANKS TO STAR SWIRL BEING A GIANT JERK, WRECKED MY WEDDING! AND TOOK AWAY MY APPILITY TO GO SEE MY SISTERS!"

the queen of the bugs was knocked back into a wall her eyes widen as Jessica's horn glow making a green energy sword appear in her left hand, "Second instead of being happy my mother's say I eloped, and now me and my husband have to push our inter galactic honeymoon plans back thanks to you! So guess what I'm in?"

Jessica point the blade at the Queen hug who was wide eyed as she said, "… No mood for me to be running around doing my evil plans? " she sound scared and shaking.

Jessica made the energy sword vanish and smiled, "Why yes looks like the bug brain can learn!" She then covered her left fist in an energy sphere and in a moment punch Chrysalis in the face knocking her out!

Jessica then used her horn to send the element of magic to Twilight who took it put it on and ponied up.

Twilight made her horn glow making Flash snap out of it, "Ok now let's up I remember how this worked!" She then took Flash Sentry grabbing him by the shirt and kissing him sending out a burst of magic that made the Changeling drones change like there Equestrian counterparts.

one of them, "Wait we're whole... mom lied to us we didn't have to steal or buy love!" they all then moved towards the knocked-out Queen as our heroes left the hive.

At with point Jessica saw Jetray land and turn back to human and she ran up and hugged her husband and gave him a kiss.

Flash was lost and about to say something but Twilight pulled him close and said, "I'll fill you in later right now let's get a move on! Our bug queen has no place to run this time!

to be continued.


	24. Cheer up!

The next day.

Rarity was walking through a mall sighing, "Not even shopping can cheer me up, I mean some how Pinkie got Alan, Twilight has flash, and applejack is worried about trenderhoof. Plus Fluttershy is just waiting for discord to show up."

The unicorn in human form sighed and said, "Me and rainbow dash the only one's with no one.. I just said no one instead of no pony!" She seemed stunned.

She then blinked when she noticed what looked like a cash register hopped in front of her with many more behind it and she raised and eye brow as one eyed widen as she said, "What in the world is this?"

She noticed one of the registers stopped as she Saw Cooper holding out his hand as his eyes glow and he looked at it, " that's what I'm wondering I control tech with my mind but not even I can get machines to do things they were not made for! There isn't even a signal this makes no sense!"

Rarity rolled her eyes and said, "Sounds like pinkie pie if she where evil!"

That is when Rarity heard a laughed and turned to see behind her was a version of Pinkie with an insane slasher smile, flat hair, dressed in black dress black stockings black boats and black sleeve like gloves dragging a chain saw at her left side.

Rarity then jumped in to cooper's arms, "EVIL PINKIE! She yelled in horror as the evil Pie pulled the chainsaw starter string with her teeth and smirked evil making it buzz to life till it stopped.

Cooper then blinked and said, "What I control machines chainsaw is machine!" he said so full of himself as he pulled out a blaster and fired on the evil pinkie.

Evil Pinkie pie then flipped back dropping the chainsaw and somehow pulling cleaver, and throw it at the blaster hitting it in the barrel.

Cooper then throw the blaster away as the evil Pinkie smirked evily and chuckled while pulling out a knife and charged.

Rarity jumped out of Cooper's arms, screamed and summoned a diamond shield that made the knife bend over to it's side upon contact.

That is when Cooper put on what looked like a metal glove and it glow as he said, "Drop the shield!" when the shield was dropped Cooper punched the Evil pinkie pie in the face knocking her back in to a wall.

where the evil pie was knocked out before she fell into a purple portal.

At that moment in the Dark Equestria time line Nightmare Vile was rolling his eyes at his timeline's pinkie pie as he said, "Really? You lost to the fashionista and the nerd? Aunt pie I am disappoint in you!"

The evil Pinkie was standing up holding her head with a hoof as she saw lots of coopers and rarity's spinning around her head, "the Nerd can throw a shock punch!"

Nightmare trotted away in disgust, "why did I even waste my time granting your request?"

Evil pie then trotted after him saying , "Because you honestly love your aunt Pinkie who bakes you all those birthday cupcakes"

Back in the Mall.

Rarity was being helped up by Cooper as she said, "thanks for being such a gentleco.. I mean gentlemen and helping me out! An Evil pinkie pie! Now that's scary!"

Cooper smiled as he helped her up and said, "Don't mention it I'm a red spot it's my job lady!"

Rarity smiled and said, "oh so then you most also know Ben?"

Cooper smiled as he walked of with her, " yes I teamed up with him when he was Ten and just learning. I end up brainwashed half way although I did end up half way through it."

Rarity laughed and held on to Cooper's arms, "oh do go on darling!"

The two then walked off happily, All the while Paradox was sitting on a bench watching with a smile," So nice when a bad guys plan leads to the opposite happening, now to just find away to knock Rainbow dash out of her funk."

That is when he got up and opened a portal and stepped out into the forest outside of Bellwood, and looked up to see Rainbow dash flying in the air sadly.

The rainbow haired girl span in the air sadly as she said, "No more wonderbolts! No more looking at Soarin, no more managing the weather. " She crossed her airs and she looked at her wings, "Not even you guys make me feel better."  
Paradox Rubbed his chin, and spotted down below her Manny arm strong in a green shirt and black pants splitting fire wood with his fist.

The professor nodded and said, "that'll do!" In a moment he snapped his fingers making Rainbow dash's Pony up end as he stepped back through a portal.

Rainbow dashed screamed as she fell through the air only to stop when she was caught in all four of Manny's arms as he said, "where did you come fromt?"

Rainbow dash blushed at the four arms and turned her pony up back on and said, "retractable wings for some reason they retracted in the middle of the air!" She sounded embraced and Many was clearly redder then normal.

Elsewhere in Canterlot the main Equestria time line

Luna and Celestia where digging through what looked like a junk filled room.

Celestia sighed, "buck you Starswirl you pack rat! There most be something in here to help us find those gate pieces."

That is when Luna held something up in her hoof, "I found something sister!" that something was a tube with the same symbol as the omnitrix.

Celestia looked at it and said, "well it has the same makers mark as the omnitrix so it most be something powerful! The question is can it open a portal?" she sounded curious of the thing.

Luna looked it over and touched it with her hooves and said, "I don't see a button of anything wait there is something to push at the button!" she then tapped the button of the tube and dropped it and said, "ouch! It poked my hoof!" She said.

The Tube then light up and said, "DNA gained, creating!" the Tube then glow green and through the glow a crying Foal could be heard and when the light died down.

The Two princess blinked in shock where the tube once was an alicorn Foal now laid crying, she had luna's fur color and a solid blue mane, and her bright green eyes where filled with tears.

Celestia blinked in shock and said, "ok it was a foal making machine!"

Luna then out of instinct picked up the crying filly making her crying easy up as she rocked her, "shshsh it's ok Little one it's ok! I think I'll call you Shooting star!" she then kissed the little filly's head and the foal stopped crying.

Luna then trotted off holding the foal, "So, then I'm a mother ,Cadence is married, and another, and our little sister is married, Twilight will probably end up with One of the Flash sentries, I guess that makes you the spinster Alicorn Tia!"

Celestia's eyes widen before she trotted out, "this was a stupid idea!.. I need ice cream and cake, ….and a date!" she sound so sad.

little did Celestia know as she lift her tail touched a strange looking gun that glow opening a small portal.

Something then came out and pulled the portal wider and ai roar was heard making Celestia turn and her become wide eyed as a Null Guardian came out.

The eyeless beast roared in The cared Solar princess face. But at that moment A bat hit it in the head knocking it back into the portal the bat was then used the smash the null void projector.

At that moment Celestia finally saw the owner of the bat was Discord and she breathed a sigh of relief.

Discord looked at her leaning on his bat with he had touching the ground, "oh Celestia! You disappoint me if any pony would know better then to mess around with things you don't understand it would be you! No wonder you are the Spinster of the your family!"

Celestia had tears falling down her face, "but I'm the princess of the sun! stallions are to intimidated by me to ask me out!" her voice was filled with sadness.

Discord rolled his eyes and said, "yeah I'm sure that's right! Not cake and ice cream. Anyhow!" he then pulled out what looked like a cell phone, "the elements are cheering up they all have a special somepony now! Or at least that's what day said, so probably all a lot of first dates that are going to go well, and yes that includes me as fluttershy's special somepony! I really wish I could be with her but the next three days have to happen with out me for all to turn out alright!"

The phone then rang and Discord said, "oh it's mom.. ignore!" the ringing then stopped as he looked to Celestia and said, "Well now it's always fun to see you cake flank, but Discord has to roll!" he then turned into a ball and rolled out of the room.

Celestia's eyes followed him every inch till he vanished and she backed out of the room slowly making sure not to hit anything, as she said in complete shock, "he's right! Ouch!" she held her neck and said, "It hurt to admit discord was right!"

to be continued.


	25. chapter 25

A few days later in the plumber Base Pinkie pie was setting up party decorations, "Finally my space party I've been waiting chapter's for!" She said happily as she hung up a welcome back Rook sign . "Plus we have so much more to celebrate now!" she sad happily.

Pinkie then span and happily said, "Flash back time!"

Flash back a few days later.

The Elements where at Mr. Smoothie.

Twilight was drinking a Smoothie as she said, "So Flash tripped over his own feet and broke a leg!" he said half embraced half worried.

Rainbow dash was clearly holding back a chuckle and said, " … how? I could barely stand or walk and I never did that!"

Pinkie pie rolled her eyes, "it mean come on it's Flash we all know his clumsy as can be!" she said in her oddly happy tone as she drank some of her smoothie, "Still say the alien x smoothie is disappointing, almost as disappointing as the transformation it's named after!"

Rarity then rolled her eyes, "Ok ok girls we're been dancing around the big issue, so I will state it!" she then pulled out a compact and opened it to check her make up, " Carl offered to adopted us so we can be part of a family again." She then did her lip stick before adding, "I think we should as we know we are sisters and Ben is like a brother to us all why not just sigh some papers to make it official?"

Applejack blinked and sighed before saying "Applejack Tennyson, well that would stop all those guys form flirting with mah, if they though they would have to go through Ben10 to get a date!" She said kind of happy but worry still on her mind.

Fluttershy tapped her fingers, " I'll say yay." She said shyly

Pinkie pie blinked and rubbed her chin, "I'm use to having sisters, having a brother for a chance would be fun!"

Twilight rubbed her chin and said, "At least that would give us some form of identification here that isn't a lie, I thought that would be Applejack's reason for yes."

Rainbow rolled her eyes and said, "be part of the most awesome family in this universe do I need to say count me in!?"

Pinkie pie smile and jump, "My space party is now a welcome back and happy adoption party!" She then froze in the air for a moment as her phone rang and she pulled it out of her hair and check, "Oh it's Alan!"

she then fell to the ground feet first making Twilight look at her strangely.

end flash back.

Pinkie pie was continuing to put up party decorations and said, "Just a few hours!"

Later on Rook arrived on the base whipping his forehead and said, "so good to be back"

That is when he heard Ben saying "Welcome back!" Rook then turned and jumped to See Ben in his Alicorn form.

The form had green metal hoof boats a thin green metal crown that was more of a band, the omnitrix dial upon his chest, his cutie mark was a double helix with the omnitrix symbol in the middle of it.

Ben looked at Rook confused and said, "Are you not use to be turning into strange things?"

Rook blinked and point at him, "yes but things that are real not unicorns!" he said in shock.

Ben rolled his eyes and spread his wings, "I have wings I am Alicorn! Second if I am it it's real! There is a story behind it it's all the time you missed! It's filled with Unicorns princess, Zombie equines, samurai, ninjas, magic, giant monster, paradox's son, and some how on the way me and Jessica got married!"

Rook raised and eye brow and said, "please tell me you are kidding!"

Ben then pulled a scrap book out of his mane and hand it to him, "Nope had to make a scrap book as proof, Now if you don't mind I am off, and get ready for things to get weird as Pinkie pie was in charge of the welcome back party, that's one of my new sisters long story, with is also the same story behind this form!" he then timed out and walked off, leaving a stunned Rook.

Meanwhile at the party.

Kevin was talking with Gwen and said, "weird adventure very weird."

Gwen nodded and crossed her arms and said, "I can't believe I missed Ben's wedding let along he got married!" She said shocked.

that is when Discord came up and put an arm around them both making them jump in shock but they heard Jessica yelling, "Relax that's just Paradox's son!"

Kevin raised and eye brow, "I take it you get your looks form your mother" he sound clearly stunned.

Discord then laughed before a third hand poked Kevin's chest and he said, "funny and true, but Don't mention my mother around me or my dad!"

Kevin nodded as discord vanished and appeared in front of them, "Now I really hate to rain on the party but I kind of most!" he said as a rain cloud appeared over him and rained on him.

Gwen blinked in shock and said, "So you can control reality I take it!" she said trying to made sense of the odd cloud that was inside a space station.

Discord snapped his claw making it go away, "yes but the other world is still kind of a mess and as Ben can't travel to it anymore, I kind of need to ask you two for help, let's saw I'll take you there when Ben and Jessica's wedding on earth is done in the next few days I'll pick you up, to play hero, because trust me we need it!"

Gwen blinked and said, "Ok then!"

Discord was then pulled out on to the dance floor by Fluttershy, "this is mine!"

Kevin blinked and said, "well I can't say anything I've looked way weirder then him!" he said remembering all his mutations.

Gwen then pulled Kevin out to dance, when She noticed Applejack leaving the party and she sighed.

Applejack walked to the medbay and sat down next to the bed holding trenderhoof as she looked to him and sighed, "are you still In there?" That is when her eyes widen when she saw his organic hand move.

Applejack held it tearing up as she said, " Please wake up soon as I can say thank you Trenderhoof."

Unknown to her Trenderhoof heard her within his mind.

within his mind Trenderhoof was in his natural unicorn form trotting through a maze as he looked up to see the world around him clearly through the robotic eye ball, and hearing everything clearly through the robotic ear.

Trenderhoof looked around the walls and floor looked to be digital code not that he would know what that was as he sighed and said, "the pony of my dreams holding my hand crying over me why can't I find my way out of this maze inside my head!"

He hit his head and then hit the ground and for a moment the maze seemed to change before returning to normal, making him blink in shock as he adjusted his glasses, "Wait a minute!"

he then hit the ground with both his forehooves making the code ground below him brake as he landed in what looked like a train control room with lots of controls and buttons he noticed some of them where labeled as body parts.

Trenderhoof blinked as he remembered the metal and robotics stuck in my head, "Wait.. the metal in my head! I have to direct control of my body through that! That insane idiot!" he growled as he looked around he found the end of the maze back to his body he just had to learn how to move again.

In that moment in the out side world applejack noticed Trenderhoof's eye open and she gasped happily and hugged him while crying, his robotic arm moved to return the hug.

At that moment an alien doctor walked in and saw it, "Well he's awake!" the alien rubbed his six hands together as he happily said, "Sir. Can you speak? Or move anything other then the robotic parts?" he asked worried.

Trenderhoof opened his mouth but no words came out making him cover his mouth with the metal arm as applejack jumped up.

the doctor watched as Trenderhoof struggled to move his organic arm and he sighed, "I was afraid of this! That idiot's cheap cyborg tech has damaged the motion center of the brain. The robotic parts are acting as it's replacements. Or in Short he has to learn how to walk move and talk all over again as he no longer controls motion the way he use to!"

Applejack's eyes widen as she hugged Trenderhoof remembering how this could have easily been her if not for him, "I promise I'll be there for you."

To be continued.

Omake.  
While typing the chapter I noticed pinkie and turned to face her.

Pinkie pie then trotted up in pony form and crossed her hooves and said, "really the space party I wait chapters for is not the main focus of it's chapter but a subplot? Really Mr. writer?"

As I continued typing I said, " we need to wrap up other subplots and move along to new ones. I'll make you the wedding plan for Ben and Jessica's second wedding if that makes you feel better, you won't have to wait for that!"

Pinkie pie smiled and said, "okie Dokie lokie!" She then trotted away.

As I typed I said, "Fourth wall breakers." 


	26. Wedding take two!

A few days later on the Plumber base at the top with had a class room to show the earth in space.

A wedding was set up and Ben was waiting in his suit and tie adjusting the tie.

Pinkie pie was in a dark pink dress talking into a head set as she said, "Groom set, status on the bride.. JUST FLIP A COIN!" She said in rage at what ever she heard, "Heads a Tails be!.. A IS WHAT COMES FIRST ALPHABETICALLY!"

Pinkie pie then hit a side button as she went to see Carl in a suit and tie, "Best man check!" She then walked off and spotted Kevin and said, "Ring bearer check!"

She then walked over to see her friends in dress that where darker versions of there normal pony coats that matched hers and she said, "Bridesmaids check! Minister?" She asked.

She looked around and Max came out holding his hand up and said, "right here!"

Pinkie pie then looked to Rook and some male plumbers and added, "Groomsmen check!"

The pink pony in human form nodded as she hit the headphone button and said, "is the chose made yet? We need someone to walk her down the aisle and a maid of honor here! I've spent to long planning this take two wedding for dragging Flank to slow it down!" She sounded oddly bossy.

Pinkie pie smiled and said, "thank you! Cue bride!" At that moment Lucy in an orange dress walked out walking Jessica in a simple white wedding dress down the Aisle, as Jessie who was in a green dress took the place as maid of honor.

Pinkie smiled happily as she sat down next to Alan and whispered, "finally wedding planning may I never have to do this kind of party planning again! Everyone you work with seems to turn into an idiot."

Soon Jessica made it to the alter with Ben both smiling as they held hands, and Pinkie looked down the Aisle who at Applejack who was acting as flower girl and going a bit slow making Pinkie shake her fist at her friend, with made Applejack speed up.

At the alter Max smiled happily and put his hands, "While this couple has been married already but have chosen to have a second wedding, under earth law. Jessica Jackson Tennyson do you vow to stand by Ben's side and love and hold him till death do you part?"

Jessica smiled happily and without hesitating said, "You bet I do!"

Before Max could ask Ben he said, "I would say I do with ever last face I had if it won't take all day!"

Max put his hands together and happily said, "then By the power invested in me by my Rank of command I declare you two husband and wife for the second time!"

The Two then kissed holding eachother Deeply as Jessica used magic to throw the bouquet over her head.

As some ladies dove for it purple magic covered it and pulled it right in to Twilight's hand as she grabbed a red Flash sentry and nuzzled him happily.

Pinkie pie cheered as she ripped off her head set Then kissed Alan, "Finally Freedom!"

Later on while everyone was dancing.

Gwen was with Kevin and they noticed out of the corner of there eyes Discord well they could also see him dancing with Fluttershy so it was more like a second discord.

Kevin and Gwen nodded to eachother and left to meet the other one as Gwen said, "yep that's paradox's kid!"

The Two then meet with him and Discord snapped his fingers opening a portal and said, "This way you two we have to meet Jessica's sisters." As the two walked through the portal, Kevin stopped as he heard a voice calling to him and he noticed his mom running his way.

Kevin looked to his mom in a black dress and said, "Mom I have some business to handle on another planet." At with point he turned to continue going in but his mom put a hand on his shoulder, and said, "you didn't tell me about this!"

Kevin rolled his eyes as he stepped out of the portal and looked at his mom, "Mom I love you! But I'm a grown man now! A super villain turned super hero! Who finally has control over his powers I have to go help life forms I never met because it's the right thing to do! Now!" he said trying to sound respectful.

Mrs. Levin, crossed her arms and said, " I know that and I'm proud! But I just wish you would tell me!"

Discord rolled his eyes as a copy of his paw pushed her knocking them both through as he said, "We're wasting time here!"

Elsewhere in the Royal Canterlot Castle.

Luna was sitting on her throne rocking the sleeping little Shooting star in her hooves as the little foal cracked her right eye open and looked at her and giggled and Luna smiled and said, "So a precious gift!" She sound so happy as she kissed the little Alicorn on the head.

Celestia was trotting around in circles, " Oh come on Discord even you know how days work today is suppose to be the day we get help to get the portal back running!"

At That moment a portal opened and Gwen stepped out or trotted she was now an Alicorn with a pink coat, her mane and tail orange like her human form hair, she had on a blue sweater like she use to wear, her glasses gone and her cutie mark was a spell book.

Celestia rolled her eyes, "Really you send them right when I complain to make me look like a jerk!" she said angry about it! All the while Shooting start just giggled in Luna's hooves.

Next fell out Kevin who was an earth pony with a grey coat ,black mane and tail, he had on his old long sleeve shirt black short sleeve shirt and a backpack, His Cutie mark was a mix and match of other cutie marks, he shook his head, "Discord pushed my mom in she's probably about to land on me!"

In a moment a pinkish purple earth pony,with black mane and tail landed on top of Kevin knocking him down.

Kevin made a loud sound as he said, "yep! I was ready for pony form thanks to the laws of physics here but Mom! Please get off."

Mrs. Levin rolled off on to her four hooves clearly freaked out by the change after all she didn't have the bodily change experience of her Son and Gwen now did she.

Celestia nodded as she said, "Well you most have had a long day, but while I hate to sound rude and I understand your mother is here because discord though it was funny but while I can see why someone skilled in magic can do to help us what is it you do?"

Kevin smirked as he stomped on the ground absorbing the what the tiles where made of Making Celestia eyes widen as she remembered what Discord showed them and she now knew he this was.

Kevin made his left front hoot into a mace before morphing it in to a clawed hand and moving it as he said, "I can also copy other's powers taking on part of their appearance and personality! so if you want an alicorn I can do that!"

Celestia backed up and said, "Oh sorry about that Mr. Levin, now Ms. Levin may I have your name?"

Kevin's mom blinked in shock as she looked at the tail and how she didn't seem to have a mark on her flank like the rest and said, "Pam Levin!"

Luna then smiled as she shifted Shooting star to one hoof as she shot up and smiled, "then we can work on trying to find a clue tomorrow right now let's all go to some guest room and rest for the night Mr. Levin's mother appears to be freaked out let's start fresh in the morning."

Celestia watched as Kevin returned to normal as her eyes widen, "Oh horse apples we don't even have one clue as were to begin!" she sound angry about it!

That is when Discord appeared or a mini him who was hanging off Celestia's horn by his tail as he smacked the Alicorn with a rolled up peace of paper bigger then he was, "here's a map to the first clue in the everyfree forest!"

Kevin chuckled as he said, "I like him! He is the opposite of his stick in the mud dad!" as he trotted close to his mother.

Gwen smiled as he looked to Kevin and said, "Well this is going to be weird!"

Celestia rolled her eyes as the mini discord vanished and she took the map in her magic and opened it as she trotted to show the guest to guest rooms.

Later on Gwen was knocking on Kevin's guest room, the next morning.

The Princess, Pam Levin, Kevin, and Gwen where getting on to a royal train.

Luna looked to Little shooting star who was in a saddle back carrier soundly a sleep with a smile, " So cute!"

Gwen was trotting around getting looks all day form a lost alicorn princess to a new alicorn foal and now another alicorn it was starting to get the ponies wondering if Alicorns were anything special at this point!

Kevin trotted to find a seat many of the mares commenting on him by saying "tall dark and handsome!" Kevin rolled his eyes as he found a seat next to Gwen as he muttered to himself, "handsome that's something I'm not use to hearing!"

Pam was also getting looks the kind of looks an adult Mare with no Cutie mark would get as she sat behind her son and across form the princess.

Celestia watched as her sister sat down next to her and used her magic to float shooting star to her hooves. "you really brought your foal on a quest?"

Luna nuzzled the happy giggling Foal, "I tried to find a foal sitter but she didn't seem to like anypony who tried out."

Shooting star then giggled as her horn glow making the shape of a bottle and Luna nodded and used her magic to pull out a bottle form the non-carrier side of her saddle bag and she feed her foal.

The little foal smiled as she drank her bottle.

Celestia blinked in shock, "did she just use her magic to communicate!?" She seen completely stunned by this.

Kevin then got up and trotted over to the princess and said, "I was told how she came to be by discord, the machine the unitrix is still part of her. Working as a computer, that's a device for storing and sharing information. So the idea she would be strangely smart makes sense she basically has one thousand text books worth of knowledge in her head!"

Luna blinked as she looked at shooting star who was smiling while drinking her bottle and it made the princess of the night smile brightly. "So I have a gifted foal how cute"

Kevin then trotted back to his seat, with a smile on his face, "Teaching ponies about tech what's next for my life? Hopefully not overload again!" he said remembering his mutations and how he wished never to go through one again, but he knew deep down he would always go through them.

To be continued. 


	27. Kevin and Gwen go to Ponyville

Applejack was beside Trenderhoof helping him stand as he walked along a track sighing sadly, "the wedding was nice I wish you could have been there!"

She couldn't help but notice a faint smile upon Trender's face with made her smile a little, as she continued, "But now Bens and Jessica have gone on a galactic trip for there honeymoon how we going to keep the peace with no Ben ten!"

Elsewhere in Equestria.

Celestia and Luna where in the Everfree forest, in front of them was Gwen who was holding the map in her magic and Kevin the two clearly arguing over with way to go!"

Pam Levin trotted up rolling her eyes as she looked to Shooting star who was safe and sound in Luna's Saddle back slash carrier. " We're going to be here awhile."

Kevin point at the map with his hoof and said, "Look that is clearly the forked tree!" he said, like an know it all!

Gwen rolled her eyes and said, "How can you tell? All the threes look the same now! This old map! It could be any tree!"

Kevin then trotted over to the tree he believed to be the one on the map and touched it absorbing the bark into his hoof but it had a faint purple glow! He then trotted and absorbed the bark of another tree with his other front hoof and he point to the glowing on, "Residual energy!"

Gwen raised and eye brow as Kevin made the glowing bark hoof into a hand and moved the fingers, "this is the first tree we've meet that had magic in it! So I'm just assuming it's the one star swirl used as a land mark!"

Gwen blinked a few times before saying, "You win this round!" the six ponies then trotted along the map!

when Five scared little fillies s seemed to run screaming and appeared to tackle Kevin knock away his absorbed wood, Celestia blinked at the fillies, "Scootaloo, Sweetie belle, Apple bloom, Diamond Tiara and Silver spoon!?" she seemed shocked.

At which point what the five were running form became clear it was a large Stone creature down on all fours it's line work silver and glowing, as it towered over kevin.

Kevin was only up to it's elbow as he said, "Oh buck no! Alicorns care to help?"

Celestia tried to fire but her blast was absorbed by a barrier that seemed to keep Kevin and the fillies by the monster and them form entering.

Pam screamed, "They are just little girls!" she was clearly scared.

Gwen rolled her eyes and yelled, "Kevin I think we found our guardian creature! And looks like it's up to you!"

Kevin put himself between the creature and the Fillies, and he stomped the ground and said, "Relax girls! If I can give Ben a run for his money I can smash a rock!" the fillies eyes widen as he trotted on a stone in the ground and before there eyes he seemed to become made of stone!

The creature then tired to smash him with its left clawed hand only for Kevin to grow a stone spike out of his back that land right in the creature's hand making it scream as the spike went through making the hand crack and shatter.

Apple bloom's eyes widen as she held a hood out and said, "How you do that?"

Sweetie belle blinked and said, "No horn so not magic!" She said trying to wrap her little head around kevin!"

Scootaloo blinked and said, "He said he knows Ben So pretty sure he's a super hero!" She said stunned like her friends.

Diamond Tiara and Silver spoon's jaw dropped as they Saw Kevin rush forward and leap his hooves morphing to stone maces the moment he land on the creatures head smashing the upper left corner of his faces.

As he fell Kevin smirked as his hooves returned to normal and he span making a hammer appear on tip of his tail that hit and smashed the creatures jaw knocking it back as it's jaw cracked!

Kevin landed and smirked as made his front hooves hands and he said, "Well I believe I'm more of an Anti-hero but orange ones in the ball part!" he said happily.

When the creature stood back up right side of it's face fell off revealing something metal in the base of the neck!

Kevin then looked to the Alicorns and said, "I see the thing is inside it!" He stood in front of the fillies and moved his neck cracking it as he gave the come on hand sigh to the creature, "Come on!"

the creature then charged in going to smash him with's front hand but Kevin stood up on his hind legs and held it back as he morphed the tip of his tail in to a hand and poked Sweetie bell as Kevin said, " don't freak you get to help save your friends!"

In a moment Sweetie belle glow and she noticed a horn growing on Kevin's forehead, In a moment the Horn fired off an green energy blast That hit and smashed the other half of the stone creatures head.

Kevin smirked as it fell apart in to dust revealing a fourth a metal Ring and a metal box. With that done he dropped the stone and returned to normal making the horn vanish as he smirked and notice the barrier was down and he bowed to the Alicorns and his mom, "I hope I did not disappoint!"

Gwen galloped up to him and hugged him, " No you didn't!"

Kevin blushed as Celestia went to hoover the gate piece to her and Luna took the box.

Sweetie belle rose a hoof as she was slack jawed like her friends and said, " I have a few questions!"

Kevin smiled and spoke up, "Name's Kevin E. Levin! My super power is absorption meaning I can copy anything form stone to become made of it, or the natural abilities of others, but when I do that I take on a few personality traits of who I copied form till ti's gone! I can also absorbs and fire back out energy with it! Now come on let's get you all out of here!"

Sweetie belle looked to her horn, "so you copied by horn? She said stunned, and Kevin just nodded as they trotted along the trail.

In a moment the Five fillies jumped as they heard a roar as what looked like five Timberwolves walked up to them Gwen rolled her eyes and her horn lit up for a moment and next thing they knew the timberwolves where rolling around on the ground and running for a lake as they where on fire and they all trotted along just fine.

Kevin rolled his eyes and looked to Gwen, "I thought I was the scary one in this relationship."

Gwen flipped her mane and happily said, "Some days you are! Some days I am!"

Pam rolled her eyes and then looked to her son, "Kevin my dear son don't blow it with Gwen you won't get better!"

It was at this point the Cutie mark Crusader noticed Pam's Blank flank! And there eyes sparkled, as they said "Mission time!" to themselves happily.

As soon as they where outside Filthy Rich Galloped up to them and looked only at his daughter, "What were you thinking Diamond!"

Moments Later Filthy noticed Celestia Luna, an Alicorn Foal, and Gwen and bowed down saying, "I'm so sorry princess!"

Luna nodded as she watched Shooting star Fool around with the box they got with had a combo lock on it and she said, "It's nothing Filthy rich Also know a lock smith we need to get in to this box!"

Filthy nodded and said, "right this way Princess!"

the site of them trotting into Ponyville made a few of the ponies jump at the sight of two new alicorns.

Kevin's cutie mark got a few puzzled looks.

Meanwhile Back in Bellwood.

Twilight was in the proto Trunk with Rook she looked at the window bored as she played with the door lock button and said, "So boring? You think things would be kicked in to high gear with no Ben?"

Rook looked to the purple girl who despite no ties of blood seemed to act a lot like Ben then he noticed Something running past them it looked like Horse with robotic legs being ridden by professor Animo.

Twilight's eyes widen and she said, "Rook look it's Professor Albert Jay Animo you know doctor Animo's twin! Follow that killer cyborg made scientist!" She sounded happy.

Rook drove off in shock as he said, "I wish to wake up form this nightmare."

they soon caught up with the professor who point is robot arm at the wing as a mini rocket popped out and fired at the wing making Rook and Twilight skid out till Twilight held out her hands making the thing stop.

Twilight then ponied up and kicked the door open, "I'll follow on wing you get a bike or something out the back!" She then flow off after Professor Animo.

Rook then pulled out a plumber bike form the back of the truck and took off behind her as he said, "Still hope I am dreaming this!"

to be continued. 


	28. The great Animo Get away!

In Ponyville!

Kevin noticed Gwen, Luna who still had shooting star and Celestia talking to the Lock Smith pony Kevin noticed That Rich Guy talking to his mom and three of the five fillies talk to themselves about something.

Kevin blinked looking around for the Grey and purple one but couldn't find them so he shrugged as he trotted off to take a look around the town.

Unknown to Kevin Diamond Tiara and Silver spoon where sneaking around behind him.

Silver spoon looked to Diamond and asked, "Why are we following around this colt?" she asked curiously.

Diamond Tiara looked to her friends, "The cutie mark Crusaders got to hang out with a super hero why can we? I mean look at him it doesn't take a genius to see his cutie mark is about his powers, a patch work cutie mark for a stallion who can become something patch work!"

Silver spoon rolled her eyes at her friend and said, " I bet we'll just waste a day! Not like Equestria has super villains how brake out of jail every day." She rolled her eyes at that moment.

Meanwhile in Bellwood.

Professor Animo was in cuffs being Taking away form by carl.

While Twilight crossed her arms as she petted the horse she had returned to normal through her magic, "Why won't that work on Trenderhoof?" she asked frustrated.

Rook shrugged as he said, "Maybe it has to do with the fact he has his own magic?"

Once Professor Animo was load in to the plumber craft he was taken to the station and locked into cell where his robotic hand fell off.

the hand then cut out part of a vent crawled through a vent to another cell where his brother doctor Animo now just a head in a jar with tiny robotic arms was.

It then broke the vent and jumped down and project a hologram of the Professor's face, as he said, "Well brother The flash drive you need is in the index finger!"

Doctor Animo used one of his tiny robotic arms to remove the tip of the index finger revealing a

Flash drive with he plugged in to the machine his jar was plugged in to and Doctor Animo smirked as he said, "Well done brother!" he said happily, "the virus should travel through the network affecting all of it, Making one of the robotic security turns to get my DNA reanimator for the evidence room, with which we can regrow my body!"

Professor Animo's holographic head smiled, "And then once you have hands that can pick the lock you can set me free, then together with both of our minds we can escape by use of there teleporter, to some place lest space cop invested for us to continue our respective works."

Doctor Animo nodded and said, "And after that our alliance is done!" he said angrily.

About an hour later Rainbow dash was holding a plumber blaster next ot Manny who had four laser pistols as They fired on Professor Animo, and Doctor Animo now human in what looked like stolen plumber uniform pants.

Both Brothers ducked and covered In a corner as Professor Animo's robotic hand changed from the palms a barrel came out and he fired on one of the two as he said in his normal robotic tone, "What's wrong brother no weapons in that human form you want back so badly?"

Doctor Animo rolled his eyes as he opened a panel and hit to fires making a metal door seal in front of them as he said, "You are so objective focused you miss the obvious answers in front your face!" he sound angry!

The two brothers then moved into the teleport room, where the professor held his hand out to it two of his fingers strengthen and plugging into the computer, "I'm programing it to send us on the longest teleportation trail it can find! And then overload they won't be able to follow us!" he said robotically.

In a moment the Machine blow as the light covered both Animos

when they light died down they found themselves different, doctor Animo was now a green unicorn stallion with a white mane and tail with a cutie mark of his mutant ray.

Professor Animo looked like his brother, but with metal back hooves and the front hoof that was once his robotic arm was now like wise robotic but it wasn't a hoof it had three stubby robotic fingers and a robitc thumb on it.

the professor also had a line of metal going form his neck connecting to the metal parts of his chest, and running down to the base of his tail, his cutie mark was of a gear, his head likewise had a metal horn it.

Both Animo brothers looked at eachother then point to one another with there hooves and said, "Well now this was something neither of us could have seen coming!"

The Professor trotted along and said, "Brother it appears we are in the same world those weird creatures now in human form are from! I know we both hate eachother but it appears we'll need each other to a bit longer to make a lab worth using!"

the Doctor Animo followed his brother, "Fine but why do you get to pick which way we trot!?"

The professor replied within a second saying, "because my scanners are picking up the largest concentration of life forms this way, either meaning a city, or a forest load with alien animals, either way one of us will be happy this way!"

the Animo who was a doctor then said, "Well more like less enraged! But fine point taken!" he said rudely.

As they Both trotted through the forest they could see a town an old medieval town wear magic was used instead of machines, Professor Animo growled.

Doctor Animo laughed at his brother, "Oh go cry yourself an oil change" He then laughed at his own bad joke

But then they spotted a pony's guard brake and A stallion walked out touched a metal bolt became made of metal and bade a metal ring around the broken part of the wooden exile, reconnecting the wheel.

the other pony's eyes widen as the Stallion returned to normal, "I own Bon bon money now the rumor about a super hero being in town are true!" she then trotted along.

Animo growled he know that stallion, "Kevin!" he growled in rage."

Professor then let out a low robotic laugh as he said, "hahahahah! Wait idea records show his power where used to make others into hybrids of other species and make resources. Logical course of action cation him use his power to make mutant, then use the mutants you control to harvest the Resource to built labs form him to construct ourselves Laboratories!"

the Doctor Twin rolled his eyes and said, "And how do you think we go about doing that brother dear?"

the professor's left back hoof right at the heel eject a mini gun and then the other leg opened a panel making a damaged mutant ray fall out before the panel closed and he said, "you use mini blaster to repair your mutation ray!" he lift his metal front hoof as different tools came form each finger and it fell off making him limb slightly to one side as he turned around. "Logic would say you use the horn to move objects instead of grab them!"

doctor Animo was already hovering the hand and using the tools to take apart both the gun and his rays as he said, "Way ahead of you metal face!"

Professor Animo counter with, " horror show petting zoo manager!"

the doctor rolled his eyes and said, "that is so bad I win!"

Elsewhere back in Bellwood.

Rarity was walking into her and her friends room when she heard form next door Zecora happily " Carl My stallion has returned, we where gone for so long and now I'm finally done being alone!"

Rarity rolled her eyes, " So unlady like to freak out over hearing form the one you date like that"

She then walked in and heard a noise form her phone and Saw she had a text for Cooper making her jump for Joy yelling Yay like Fluttershy. " YAY! YES! YESS!" She then stopped her self and blinked, "I take back my comment on Zecora!" she sounded embarrassed

to be continued.


	29. Animo brothers are in town!

Kevin was still Trotting around Ponyville bored when he heard a yell and touched a wooden wall and absorbed wood and turned and his eyes widen as he saw Two ponies flying around on the back of a Manticore that has to be three times larger then it should and had two more heads.

All three heads roared as on his back one of the two Ponies laughed a laughed Kevin knew all to well and he growled, "ANIMO!"

Both ponies then looked at him and asked, "Me or my brother?" the manticore then grabbed Kevin only for it to let go and roar as wooden shards where now stuck in it's paw.

Kevin who was now spikey rolled his eyes and said, "How cliché! Lion with thorns in it's paw."

Professor Animo held out his metal forehoof as it morphed into a machine gun and fired off what looked like Mana Bullets on Kevin making him jump back and a void it as the professor said, "IT appears my brother chose the wrong creature to mutate in the forest!"

Doctor animo looked to his twin and yelled, "HAY YOU ARE THE ONE WHO WANT WINGS! I WANT THAT NICE MORE PATCH WORK BEAST!" he yelled angrily.

The Manticore then point it's stinker at Kevin and fired a Green slime making Kevin jump back and his eyes widen as the slime hit the ground and melted it. "Gross! Acid shoot!"

Kevin kept avoiding Blast of mana bullets form the professor and the doctor's monsters acid shoots while he held his chin with a hoof morphed into a hand, "I got to think on this!" That is when he noticed a wall melting to reveal a gem in the slime not melting and he smiled.

Kevin then jumped an dove for the gem grapping it and morphing his left hoof form wood to crystal and in a moment he held out his hoof making a large flat disk out of it.

His shield perfectly blocked the acid and made the mana bullets bounce off and Kevin smiled as he made a point out of his other wooden front hoof. " now to return fire!" he then charged firing gem shards form his shield with hit the Manticore in the Tail making it Roar in pain.

Kevin Smirked as he made it close and fired off a Wooden shard form his point hoof at a wing making the Thing stumble over, and as he charged he jumped landing it's back morphing it's hooves back to hooves.

His tail tip then morphed into a hand and touched the back of the manticore as he land making kevin grow the manticores Wings as he growled and tackled Professor Animo his wooden hoof absorbing metal leaving him with a wooden body wings, a metal froe hoof and a crystal forehoof.

In a moment of the tackle Kevin morphed Kevin morphed a hoof in to a hammer and smashed off the metal forehoof.

the professor's looked at his missing robotic limb then looked to Kevin as he fired a horn blast that knocked the Osmosian back where the Manticore was getting up.

In a moment Kevin found himself being grabbed by one of the things mouth middle mouth and Kevin said, "Mouth full of splinters!" in a moment he was spat out as it howled in pain and Kevin's wooden body had spikes on it as he got up.

Kevin covered his eyes as he said, "I feel so horrible about that one!" he said sadly. He then noticed Doctor Animo turning to run so Kevin spread his wings and flow after him only to be knocked to the ground by another horn blast form the professor.

Kevin crashed landed making him lose all he had absorbed leaving him normal, he groaned as he touched a rock to become stone as he got up again and said, "Only thing worst then one Animo, is two!"

Professor Animo was using magic to attack a thin replacement limb with two small fingers and a small though he had stored in his metal hind legs to where his missing forelimb was. Once attached he moved it before standing up as he said, "You where correct on the difficulty level of facing kevin eleven brother!"

the Manticore mutant roared with it's two heads and charged on three limbs to try and claw at Kevin.

Only for Kevin to cross his forehooves and make one big stone shield that seemed to make the things claws snap making it howl in pain again. Kevin sighed as he said, "I feel so horrible about that too!"

As the thing moved away Kevin got up and morphed his front hooves in to big fist and punched it in the left face knocking out the mutant!

Doctor Animo was a good fire feed away so Kevin held out a hoof to shoot out stones at them only for the professor to use magic to grab them all.

Doctor Animo growled, "you are so lucky my make shift mutation ray only had one shot!" At with point the professor helmet ejected something filling the part of town with smoke as the professors robotic voice said, "We will meet again Kevin eleven!"

When the smoke cleared no Animo brothers, Kevin stomped the ground making a stone cage form around the mutated Manticore.

He then touched a wooden wall to make his left side wood as he trotted over to a building that was missing a wall, and made a new wooden wall and punched his stone hoof to leave nails in.

A random pony trotted up and said, "I'm sorry mr. Super hero what are you doing?"

Kevin looked to the random pony and said, "what does it look like I'm doing I'm cleaning up after the mess the super villains made. Did you think I would leave that to someone else?"

Watching Silver spoon's jaw dropped as Diamond Tiara asked, "where did he get that heart of gold?"

Elsewhere Pam Levin was trotting along with Filthy rich as he spoke, "It most have been so horrible having a problem child with super powers who ran away." He said.

Pam rolled her eyes and continued to speak, "He ran away because he couldn't control his powers, he didn't want to hurt anyone, with was hard as absorbing energy or copying someone.. or somepony else's abilities messed with his head at that age. I was worried sick and I was scared but I knew while out there he would need to use his powers making him get a grip on them and my son had a kind heart. I knew that would win sooner or later."

That is when they came to the damage area of Ponyville and Filthy's eyes widen at the trapped monster and Kevin whistling a tune as he repaired the buildings with his powers.

Pam smiled as she trotted past a shocked Filthy and said, "Like I said his kind heart would win out, and most of his problems was that guy who brainwashed us."

Filthy looked to Pam, what he saw was a brave Mare who all alone tried her best to help her son, and seemed to bravely push past part of her memory being a total lie with courage and a smile and his jaw dropped as he whispered to himself, "you may not know where he gets the super part form, but hero he gets that form you." His eyes morphed into hearts for a moment before he shock his head.

Filthy then took note of something he seemed to miss Pam's blank flank, "does even know her special talent and yet, facing life head on.. So brave!" he had a blush on his face.

Elsewhere

the random Stallion locksmith growled as he looked to the box the alicorns dropped in front of him and to them and he said, "I'm sorry princess but I can't open it!" he then hit it in rage making it pop open!

His eyes widen as he went to bang his head into a wall over and over again in frustration.

Celestia then hovered the map, "Looks like we're heading for the crystal empire next!"

Meanwhile on earth.

Fluttershy was holding a camera taking pictures of a forest outside of Bellwood, happily smiling at all the cute animals as she happily said, "So cute!"

That is when she noticed something weird on the ground and pocketed her camera and dust off the dirt to reveal a door and she opened it.

Fluttershy looked around before walking down a pair of old stairs to an empty room She blinked as she pulled out her phone and used it as a flash light and she noticed a metal ball in a wall.

That now hovered to her making her shake as the sphere opened to reveal something made of a blob of light blue light that seemed to make a shock wave that knocked Fluttershy away as it flow up and out of the door.

Fluttershy got up holding her gut and she reached for her phone but noticed it's battery was now dead, "I just messed up big time didn't I?"

Later on most of the town and all the red spots where looking up at the orb absorbing energy form the clouds.

Max rubbed his head, "What even is that!"

That is when Verdona showed up and looked to Max and Carl who just arrived, she sighed as she noticed the elements of harmony arriving and she spoke sadly, "I know what this is! I remember if form my nightmares. To explain it we have to go back twenty thousand years to when I was just six years old."

Zecora's eyes widen at the statement, "you most take care of yourself, you don't look a day over one hundred I dare to say"

Verdona did her version of and eye roll as she said, "No time for kissing up to me my son's girlfriend. " She then opened an orb that showed images of pinkish female Anodites around blueish male ones. " Twenty thousand years ago was the last year of Anodites having both genders. " It then showed a strange comet hitting the planet and the males warping and becoming things like the orb.

Verdona then said, "Male Anodites' different colors is because they are a different energy wave length form female. The comet was made of strange metal not form this universe, we girls couldn't get close to it and it make the males fall apart making them absorb energy to try and keep themselves going on but it turned them into bombs unable to stop. All we did was figure out how to put the last living male Anodite my older brother to sleep till we could find a cure." She was crying.

everyone looked at her as she finished "And as you know Only female descendants of a female Anodite are anodites making us a one gender species."

Carl looked up at the orb and he sadly said, "uncle."

Verdona nodded as she held up an enlarged image of the comet that made the former ponies eyes widen as the metal had equestrian markings on it as she said, "We didn't know what it was tell Ben's trip to Equestria apparently the male unicorn with a beard is responsible for the virus that make my race one gender." She was in tears they where made of energy.

Twilight was crying as the pony girls eyes widen and she said, "is there no end to that jerk's evil! I won't let this happen Verdona take me to your world I'll look at the comet I know equestrian magic so I may be able to help save your brother, and undo what starswirl did!"

Verdona whipped her tears as she looked to Carl, "I'll do it and Carl your uncle is still awake in there unable to stop knowing he'll go bang! Please find away to slow down is energy absorbing to give us time!"

In a moment Verdona and Twilight where vanished in purple light!

To be continued. 


	30. Chapter 30

On planet Anodyne Twilight was looking at the weird chunk of equestrian junk that royally wrecked the Anodite race!

Verdona was ten feet behind as close as she could get to the think as she magiced up a megaphone and yelled, "WELL FOUND ANYTHING ABOUT THAT THING YET?"

Twilight yelled out, "YES!" As she used a rock to hit the thing making it open and she removed a iron mask made for a unicorn with spikes around the iron hole for the horn and she yelled out, "IT HOLDS AN OLD WAR TIME TOTURE DEVICE THAT TURNS THE PONY IT WAS PUT ON'S MAGIC AGAINST THEM!"

Verdona blinked and said, "Well now that explains the make the guys explode part bit why only male Anodites!?"

Twilight then yelled back and said, "IT WAS ONLY MADE TO WORK ON STALLIONS IT'S WHY ON EQUESTRIA LADY'S OUT NUMBER GUYS TEN TO ONE!"

Verdona growled, "So it did it's job better on this planet how wonderful!" She said sarcastically, "HOW DO WE STOP IT THEN DESTORY IT!"

Twilight carried it and sadly yelled out " THE ONE AFFECT ONCE FREED WOULD NEED TO USE THERE WILL TO RETURN TO NORMAL WE NEED TO DESTORY IT IF YOUR BROTHER IS TO HAVE ANY CHANCE!"

A portal then opened near Twilight to what looked like a spot above a star and Twilight smirked as she throw the helmet in and watched it get sucked into the stars gravity where it would burn and be destroyed.

Verdona then floated over to Twilight and hugged her, "We'll just have to hope my brother is still in there!" she then made both of them vanish back to Bellwood where the orb was growing.

Twilight spotted her friends and said, "It was a prealicorn war tiem torture device that jacked up the planet we destroyed it now it's up to Verdona's brother to muster up the will power to not explode and return to normal!" She said sadly at the orb.

Verdona then flow up high to the orb and called out, "Big brother it's me Verdona! The thing that did this to you is gone! You can fight it! You can come back home!" She said sadly

the orb did not change and Verdona continued and said, "please I had a life a family, Two sons and one Daughter who I'm not on speaking terms with, Two grandsons, But Ben is better then Kenny he peaked in highschool!"

Down below Car crossed his arms and said, " that he did! He didn't even become a red spot to become a badass normal! He's our black sheep!" he said agreeing with his mother bluntly making others look at him.

Rainbow dash crossed her arms , "Well I guess every awesome family needs a lame member to make the others look more awesome!"

Verdona continued talking to the orb as it grow and he said, "and Two granddaughter Sunny is a bad apple, but Gwen is an angel. And Six more grand daughters through adoption. Please big brother you're not alone your family is still here please fight it and come back! You can do that now!" She said almost begging.

that is when the Orb blue as it said, "ver..don..a!"

Verdona's eyes widen happily as she gasped!

Twilight yelled, "it's working and also this is our only hope guys or else he's going to blow and take away Bellwood and all in it!"

At with point Pinkie pie pulled a megaphone out of her hair and yelled into it, "OH ADOPTED GREAT UNCLE WHO'S NAME I HAVEN'T GOTTEN YET! PLEASE DON'T BLOW US ALL UP! LOVE YOU!"

That is when Carl Took the megaphone and yelled into it "UNCLE I AM YOUR NEPHEW OFFICER CARL TENNYSON! AS AN OFFICER OF THE LAW AND AS FAMILY I'M GOING TO ASK YOU TO FIGHT HARDER THEN ANYONE HAS EVER FOUGHT BEFORE! COME ON BACK AND DON'T EXPLODE! IF YOU LOSE EVERYONE IN THIS TOWN AND ALL OF YOUR FAMILY LOSE AS WELL!"

In a moment the Orb shuck as a hand formed form it and it called out, "I….am…Vanguard!"

Verdona happily grabbed the hand and said, "That's right Fight big brother!" she said happily, as she pulled the hand helping it become an arm!

Moments later a blue light Male Anodite was pulled form the orb, as the orb fired a stream of light up for a second before vanishing.

Everyone down below was cheering the day was saved, and the Anodites where no longer a one gender race.

In the air Verdona hugged her big brother happily, "your back! You're Finally back!"

Vanguard hugged his little sister happily as he said, "I would like to meet my family now, then go home!"

Verdona nodded as she and her brother landed on the ground, as the City of Bellwoods lights came back on.

Meanwhile in Equestria.

In the Crystal empire Kevin Gwen and Celestia where looking around the entrance to a cave system.

Kevin who seemed to be made of Crystal was trotting beside the two Alicorns, "Remind me again why Luna stayed?"

Gwen hit him with a forehoof and said, "She didn't want to miss a point of Shooting star and Flurry heart playing together, Just like Cadance."

Kevin rolled his eyes and said, "And I just know back in Ponyville that filthy Riche guy is flirting with my mom! Oh well as long as he doesn't make her cry we won't have a problem!"

Celestia looked at them in shocked, "We're trotting into an unknow cave system!" she lit her horn up as she looked to the map and in said, "on a quest to change both our worlds yet here you be talking about simple small talk like it's nothing?" She seemed stunned by how casual they where being.

Gwen rolled her eyes, "Princess not to sound rude or out of line but this is kind of just a normal day at the office for us!" She said as she made her horn glow and stood behind Kevin making Kevin's crystal body glow bright lighting up the whole cave.

Kevin smirked as he trotted proudly, "yes,.. If only the people who said I wasn't bright could see me now!" he said laughing at his own Joke!

Celestia rolled her eyes as she followed the map through the cave system to a door with a riddle on it, "to move forward answer the question, what walks on four legs in the morning two in the day, and three at night?"

The Princess of the sun blinked in shock, "It's clearly a trick question!" She said proudly.

Kevin laughed and said, "Moring, day and night means part of a life cycle Morning being new born, Day the spot between new port and elder, and night elder. Bipeds start out crawling on all fours, making them four legged in the morning. Then bipeds learn the balance so in the day they are on two legs, and at night with age most use a cane to help them balance, so at night they are three legged. The answer is any biped!"

Gwen nodded and the door opened as Celestia's jaw dropped as she looked stunned and blinked in shock.

Gwen used magic to pull the peace of the ring and the next box with a map over to them as she said, "How in all your years have you not noticed that about bipeds, I mean you have at least two bipedal races here dragons and minotaurs."

Celestia just made dumbfound sounds unable to think of a response that would be clear or explain away how she couldn't think of the answer! She seemed ashamed.

Later on in the palace of the crystal empire, Kevin asked Shining armor something, "Hay prince your aunt though this was a trick question, what is four legged in the morning two legged in the day and three legged in the night?"

Shining armor blinked and looked to Celestia, "I thought Everypony know the answer was any biped." He sound shocked and Celestia hung her head in shame.

Luna trotted up holding sleeping Shooting star in her front hoof smiling as Cadance smiled at the sleeping flurry heart in her front hooves and both mothers said, "So cute!"

Gwen had opened the box and pulled out the new map and looked at it, "… Looks like we're going to someplace called Griffonstone."

Luna smiled and said, "I think I'll stay here then and join you all later all this traveling has tired out Shooting star."

Celestia nodded and then she noticed her sister laughing and the princess of the sun said, "What is so funny luna?"

Luna giggled and used magic to lift up the picture of some random thing on two legs Shotoing star drew, "I asked her what walks on four legs in the morning, then gets up on two before falling to three and she drew a picture that answered it perfectly."

Celestia then trotted to a corner and sat down sadly, "Does Everypony know the answer to that question but me?"

Cadance was now holding back a chuckle.

To be continued. 


	31. Nightmare is no longer alone!

In the Dark Equestria time line.

Within his room Prince Nightmare vile growled as he watched in a crystal Ball Gwen and Kevin arriving at Griffonstone.

He growled at the crystal ball, "they are so close and I am unable to return to that bucking Timeline, Buck you paradox!" he growled as he thought about it, "Maybe not directly but if I pass through another realms natural portal I'll be there!"

He then trotted out walking past his mother sleeping on her throne she was clearly pregnant and he rolled his eyes, " as if I should care about being a big brother I have vengeance to deal with!"

He trotted out of the castle and hit his omnitrix dial becoming a silver version of clock work that had a massive clock hand arrow for a left hand that would act like a blade. "Chronodemon!" He then opened a portal and jumped into Canterlot city in the mirror human world.

He landed in an alley way and timed out into a human form, He looked like a dark grey skinned Ben with Sombra's messy hair, and eyes. He was dressed in a shite shirt, Black vest, Black dress pants and shoes, and a belt with a skull on it.

His omnitrix was on his left hand it looked like the Alien force Omnitrix but darker green and with spikes added to the ring.

the Dark Prince then walked out hands in his pants Pocket as he looked around growling till he noticed a girl in a loud purple outfit yellow skin and a mess of purple hair he could sense Equestrian magic.

He walked up to her and said, "I'm sorry miss."

That is when she turned and said, "Now you listen here I'm am Adagio Dazzle!" that is when she saw a green Flash in Nightmare Vile's eyes that made her eyes widen.

The Evil Ben then said," And I am King Sombra's son! Nightmare Vile!" he said with a hateful voice that made him sound like his father.

Adagio was shaking now and turned scared her voice sounding like she was begging for mercy as she gulped and said," I'm so sorry Sir. How can I help you?"

Nightmare smirked and crossed his arms and said, "Finally some respect! I need to know where Canterlot high is! I need the portal to enter that equestrian timeline! And yes I'm not form the version of Equestria your from, But know this You Sirens are dead and gone in my time line by My hooves! Too do so again would be an easy task!"

Adagio gulped again and was pale and shaking, "I'll take you their Sir!" She said scared as her eyes widen as Nightmare followed her to the school.

Once there Nigthmare pushed her down and walked along saying, "I know here to go from here!" Adagio's eyes widened as the Princess touched his watch and became hellracer!

In a moment he raced to the statue mirror portal, the ground slashed with buzz saw like marks leading to it as he timed out and his eyes glow as he touched the mirror opening the portal as he walked through.

He took on his pony form again as soon as he was in, within the castle of friendship, In a moment he heard hoof steps and heard a call of "Who goes there!"

That is when he turned around to see A now Gasping Shining Armor.

Nightmare smirked as he touched the dial around his neck and said, "Oh dear uncle Shining While I do have someplace to be, I can make time to play with you!" he then morphed to a demonic version of Chromastone.

it's purple cryrstals where dark grey it's pink ones green, it's green head crystal was but one of mini giving it the looks of a mohawk. It was larger with massive green shoulder spikes and five back spikes.

within the palm of it's open crystals hands where two more eyes the dial on it's chest as it smirked revealing sharpened crystal fangs. " Hellshard!"

Shining was shaking as he made a magic barrier around himself and he said, "this isn't going to do a bucking thing is it?"

the Demonic Chromastone then smirked, " no it is not uncle!" he then touched it making the energy be absorbed by the eye in his palm and then with the other hand he fired the magical energies back at Shining armor knocking him out with one hit!

In a moment the alien hit the dial becoming Hellracer and he ran off from the castle of friendship miles away to the Griffin kingdom.

Where he timed out at the gate and trotted in, were a Griffin made the mistake of knocking him aside and he growled, "HOW DARE YOU! YOU STUPID BIRDS!" he then hit the dial turning in to a green demonic version of a full-sized Humungousaur.

It's spike plates where razer shark, it's tail was tipped in a bone armor plating made organic hammer covered in spikes, it's fingers had claws it's eyes pure red and he roared showing fangs as he slammed the griffin that knocked him down with a fist making the others run and fly away only for the evil dinosaur to grab one out of the air and call out, "Devilsaurs!"

He then throw the Griffin into the ground and was about to step on him when a mana plate appeared above him.

The demonic alien stumbled back and turned to see Kevin having absorbed metal and Gwen as glowing purple energy in alicorn shape.

Gwen growled and said, "you most be the prince of the bad Bens!" She said angrily.

Kevin smirked and happily said, "Me vs Ben still seems right strangely!" He then charged in morphing his front hoof into a large mace and he was able to Hit Nightmare in the gut!

The dinosaur stumbled before turning to swing and hit Kevin with his tail but his tail club was stopped by a mana wall.

Nightmare growled as he hit the dial morphing into a version of Terraspin with seemingly burned fins a third eye on it's forehead and a spiky shell and he span around rapidly hitting Gwen and knocking her a side, "helltrutle is magic proof! Most hurt to be made of magic right now!"

the demonic Alien then stopped and stood on his legs as Gwen returned to normal form and held her gut and got up but in a moment a metal hammer hit the back of his shell knocking him forward.

Kevin growled and morphed his front hooves into maces and start hitting the back of the downed alien morphing his hind hooves to maces he jumped on and began beating the bad ben with all four limbs as he said, "YOU FORGOT ABOUT ME!"

Nightmare vile then changed into a skinless version of ghostfreak that wasn't bothered by the sun as he phased through the ground and then phased forward as he panted and landed on a roof top and timed out as he opened a portal and trotted through it making it close behind him.

He stepped out into his own timeline in the ruins of Ponyville as he trotted slowly with a limp form his right hind leg, "Had to use ghostfreak to escape! Fine Mom and dad you are right I can't do it alone!" He said with a growl before he spat like the words made him want to gag. "Tasted horrible to say!"

Nightmare vile then heard something that sound like it was coming form below ground he hit his dial and became ghostfreak again and phased in while remaining invisible.

He saw ponies talking as one said, "we have to make sure the one true princess remains safe!"

The ghost smirked as his tentacles came out and phased through the ponies knocking them out as he flow forward, "Of what luck, the day I admit I can't do it alone I found my cousin!" he said with an evil smirk.

The Ghost continued to flow and while remaining unseen knock them out before timing out at a locked room here he made his horn glow dark purple with black and green sparks as it made the door with had a vault handle open.

He then trotted in to a white and pink Room and noticed a young mare just a few years younger then him shaking behind the bed and he sighed and said, "Hello Flurry heart you can come out."

the young Alicorn was shaking as he said, "How do you know my name and were are the guards?" she said fearfully.

Nightmare trotted with his limp and said, "Your foalnappers are knocked out cousin?"

the princess looked confused so Nightmare rolled his eyes, "All your life they've kept you locked up in this room, never allowing you to go out to play, to go school to make friends. They where captures not guards princess!" he said sounding like a friendly guy as he twisted the truth with his words.

She was about to speak and Nigthmare said, "yes your parents did die in a war, but it was Celestia your great aunt who start it because she didn't want there to be a pony nation that didn't bow to her. My Father and mother your Aunt and uncle want to live in peace but she decided to act like a foal and cause all of this!"

flurry heart came out shaking as Nightmare stepped forward, making his Limp out to be worst then he was as he continued his caring cousin act, "My father Sombra may have made mistakes in the pass but he did nothing worst then discord and you know how they love him!"

flurry heart thought about it and put a hoof to her chin. "… yeah … it's not fair, they gave discord a chance to change, but not uncle sombra…" She sad sadly tearing up.

Nightmare smiled as he got close and used his magic to move his cape to whip his cousin's tears, "Look I know I look scary, and have the scary name of Nigthmare vile, but that's just because that's tradition on my father's side, Trust me cousin if I want to do you harm I would have done so already. Plus look at me I'm injured. I want to see and take you to the last of your family so badly I got hurt and pushed forward through the pain." He sound so honest friendly and happy as he twisted the truth before the mare who while only a few years young then him, was a lot more childlike.

Flurry heart sniffled as she looked ot her blank Flank and said, "never being allowed to go do anything is the reason I don't have a cutie mark isn't it?!"

Nightmare moved his cape to show his cutie mark an omnitrix icon on black crystals " Why yes I got my cutie mark when my father gave me a gift, using it was my calling. You have been giving nothing, here, and while you don't know what your talent is it is being wasted here I bet you can't even use magic!"

flurry looked sad as she made her horn glow but nothing happened and Nightmare sighed sadly and spoke something true, "My mother talked about how she want to teach you magic when you where a foal, Right now she is pregnant with my younger sister it would mean the world if she could finally teach her niece magic!"

He held out his hoof and Flurry heart cried as she took it and sadly said, "Take me to my family take me home cousin!"

Nightmare smirked happily as he used his horn to open a portal that flurry heart walked through followed by him!"

Nightmare then smiled as they were in the castle, and he yelled, "MOTHER I FOUND COUSIN FLURRY HEART!"

In a moment Midnight appeared In front of them and got a look of Flurry heart touching the mare's face with her hooves, "Flurry heart! You've grown so much you look just like your mother… well as much like her as possible giving the mane tail and coat difference. Oh Son well done! We have to go tell your father, and get the guards to ready a room for her."

Nightmare smiled as he and Flurry heart followed Midnight.

Later on Sombra walked into a room load with mirrors some with red marks on then and he saw a confused Flurry heart who turned to see him, "what is this room uncle?"

Sombra smirked as he spoke in a gentle tone, "Why that is simple dear niece, Me and your aunt get bored so as a hobby we collect and make mirror portals, each mirror is link to another world. Part of our hobby is we challenge the strongest of that world to a spar to see if me and her's combine magical skills are greater ,the red x are simple worlds where we beat the greatest there, and moved on to another world for a challenge." He said smiling as he had not told a lie.

flurry heart point to the one mirror with no Ex on it, " so this is the one you haven't won in yet?"

sombra rolled his eyes and walked over to his Niece and said, "Why yes it's a human world, it's greatest is Ben Tennyson and his team. He has powers similar to your cousin. His teammates are not all home and Ben himself is away on a honeymoon, and with your aunt pregnant we have not gotten around to asking for a rematch." He said again he didn't technically lie.

flurry heart nodded and said, "Ok.. well maybe me and my cousin could challenge him when he's back."

Sombra smirked happily and it was clear and said, "Why yes but you can't even use basic magic thanks to your captures not wanting you to be stronger to them, You'll need some time to learn how to be strong enough to help your cousin! But don't worry Dear uncle Sombra will teach you as well to speed things up!"

Flurry heart smiled brightly.

Elsewhere back in the main Equestria timeline.

Kevin and Gwen where leaving with a box and another part of the gate as Kevin said out loud, "I know we got the piece but I feel like something bad just happened."

to be continued.


	32. The come back

In Bellwood.

Fluttershy was walking and talking on her cell phone as she said, "Oh that's great Aj. So nice Trender is starting to relearn how to talk now."

That's when Fluttershy's eyes widen as she Saw Twilight eating a hot dog she then said," I'll have to call you back.." She then gave her friend the stare.

Twilight's eyes widen and she said, "what it's not like the animals here are sapient and besides it's pig! They eat eachother in the wild, and some times people! So it's pretty fair!" She said nervously before adding, "besides I've had a lot more time being human then the rest of you.. Bacon is to good to pass up" she sound nervous.

but then Fluttershy screamed as Thunderpig jumped out of nowhere and grabbed her and yelled, "She speaks the truth now you shall be my lunch!"

Fluttershy gasped and ponied up trying to fly out of his arms but the pig man was to strong for her to escape so she yelled, "HELP!"

Twilight then finished eating before ponying up and taking to the air as she said, "HAY YOU GET BACK HERE WITH MY FRIEND!"

she then followed Thunderpig to what looked like a ware house and when she went in she saw a cartoonishly large cooking pot and inside of it a tied up Fluttershy.

Twilight blinked in confusion, "How did he do that that fast?"

That is when the pig charged out swinging his flail with Twilight raised a hand to block with an energy wall. She then moved her other hand down making a mana disk crash right into thunderpig's head knocking him out as she sighed, "So, so stupid just like his creator animo!"

That is when Twilight flow over to Fluttershy and got her out of the steaming water and untied her.

Fluttershy growled and spat out, "Ok you where right earth pigs being eaten is a fair! After all one was going to eat me!" she sound mad, then she said, "Ok let me try this Bacon you talked about!"

Twilight's eyes sparkled happily as she said, "Finally! I Know just the place for it!" She then snapped her fingers making Fluttershy magically become dry as she pulled her friend out of the ware house by the arm.

Meanwhile in Equestria.

In the royal Canterlot castle, Luna was greeting Kevin and Gwen.

Luna smiled happily as Gwen and Kevin dropped off the next clue box and gate piece as she said, "My sister is away at the moment King Thorax of the changeling asked her out and she said yes happily. Now while little shooting star is napping I think you have earned ad rest I mean we have most of the gate."

Kevin cracked his neck and said, "Good I can go check on my mom in Ponyville!" he said happily.

But Gwen fell over and sighed, "Sorry Kevin I'm magically trained getting hit by a body filled with antimagic drained me! I can't warp you there!"

That is when Kevin saw Spike walking in and Kevin galloped over him and the Confused dragon watched Kevin out a hoof on his head and said, "Hold still! Copying your natural abilities now!"

Spike's eyes widen as he watched both himself and kevin glow, With Kevin's hooves become purple dragon claws, his pony tail morphing to a purple dragon one, and Kevin's teeth became dragon fangs, and finally purple dragon wings grow form Kevin!"

Spike's eyes widen and Kevin put a finger to his lip and said, "I've heard all the jokes about my super powers already form Ben! Now I got to fly before this wears off!"

He then jumped out a window and flow off.

Spike then turned around and said, "Why has life been so weird lately!" Was all he could ask, as he left the room.

Elsewhere

Pam Levin was trotting around unknown to her the Cutie mark crusaders where watching trying to figure out the best way to help her find her cutie mark.

Scootaloo put a hoof up, "Maybe Something cool like skating!" she said happily.

Sweetie belle then rolled her eyes and said, "Scootaloo she raised a super hero something parent wise."

Apple bloom then cough and said, "Sweetie Belle IF parent was her talent she would already have a cutie mark."

The three looked over the bush they where hiding behind to see Pam trotting over to Filthy rich and the two ponies talked before trotting off together.

Scootaloo's eyes widen, "No no! Diamond can not have a super hero big brother." She said in shock.

Sweetie belle blinked and said, " She would never stop rubbing it in our faces!" She said scared.

Apple bloom was blinking and saying, "but what if healing others through love is her talent?" the other two looked at her in shock.

That is when All three fillies Jumped when something grabbed them and they looked to see Kevin who had lost the dragon wings and claws but still had the tail with he was using to hold them upside down.

Kevin looked at the three and said, "Look I get it, Former bully trying to be good so you don't trust her fully. But that's kind of my back story, So Give Diamond a chance, Also as for my mom dating, if Mr. Rich makes her happy I have no problem about it, but if he makes my mom cry then I'll step in with metal hammer hands or hooves as the case would be!"

He then put the three down as he trotted away, "Now if you don't mind I have to get a move on to work out this dragon energy I barrowed, so the tail can go away."

the cutie mark crusader's blinked before Scootaloo commend, "super heroes are a lot weirder then comics make them out to be!"

Elsewhere back in the Ben ten universe.

On some unknown city on an unknown planet Ben was standing as Shockrock hands out growling Jessica beside him in her pony uped form.

before them Vilgax having finally broken free of the omnitrix, the revived evil smirked, "did you really think you could keep me locked up within the omnitrix Ben Tennyson."

Jessica growled her body flaring with green magic as she used the royal Canterlot speaking voice to yell, "NO BUT YOU COULD HAVE WAITED TILL ME AND BEN RETURNED FORM OUR HONEYMOON BUT NO YOU JUST HAD TO WRECK IT LIKE THAT SLIME WRECKED MY FIRST WEDDING DAY!"

Ben looked to his wife and smiled as he made a large energy blade in his left hand and said, "I'm with you honey let's show this pile of squid he has over stayed his welcome!"

Ben throw the energy weapon only for Vilgax to avoid it and fall right into a mana blast form Jessica.

The energy blade then turned around and hit Vilgax make making him fall, to hold his gut and growl form pain in his back!

Ben hit the dial to become Shooting star and he smirked as he fired off a mana blast with Jessica that sent Vilgax flying.

Moments Later Jessica hit the dial to make Ben turn into Portaler, and Ben opened a portal for them to step to where they where now at an impact creator Vilgax was getting to his feet in.

Ben timed out and crossed his arms as Jessica summoned a mana disk that smashed in to Vilgax's head making the squid growl.

But he charged only for Ben to time in and become clockwork. Moments later Vilgax fell into a portal, with closed.

Meanwhile within the Null void a screaming Vilgax roared as he land on a floating rock and banged his chest, "Ben Tennyson this will not stand! Vilgax will have vengeance!"

That is when Vilgax turned as he heard chuckling to see Nigthmare vile in human form, mockingly laughing at Vilgax!

Vilgax turned to smash only for Nightmare to hit the dial being becoming a demonic version of Blitzwolfer. The corrupt version had bone spines running down his neck to the tip of his tail, and two other heads on the side. It was dressed in black pants with a green spiked belt holding them up, the dial was on the buckle.

The corrupted alien then called out, "Cerberus!" and let out three sonic howls that merged into one knocking Vilgax back!

the transformed evil then jumped to a rock overlooking Vilgax's and laughed, "Please you couldn't be my goody goody counterpart when he was ten what makes you think you can defeat a Ben who is willing to kill!" thanks to all three heads speaking at once it sound like three people speaking at the same time.

Vilgax got up and fired off his eye blast only for Cerberus to jump and land behind him, where he let out another triple howl that knocked Vilgax off his rock into the void below till he land on another rock.

Nightmare timed out and sat down looking down at the formerly mighty Vilgax with a chuckle as he put on a Smirk like King Sombra. "Oh Vilgax how you have fallen, but do hold still!" his omnitrix then let out a yellow shock wave and he smiled, "there DNA sample new form! Trust me Vilgax a dark magic twist you will be much more worth facing!"

At that point Nightmare slammed down the dial becoming the Ben ten thousand version of Vilgax, with the omnitrix dial on the face mask.

He then point his right wrist at the Rock Vilgax was one and fired off organic bombs that made it explode making Vilgax fall farther.

Nightmare looked at his new transformations arms and said, "Killersquid shall be this forms name! a dark magic enhanced Vilgax!"

to be continued. 


	33. Chapter 33

In Bellwood the house next to the Tennyson and the Tennyson's house where now finally connected, and within the now bigger house.

Pinkie pie was laying down on a couch watching a video on a smart phone as she watched it she said, "I can't believe Vilgax dared, to come back and ruin Ben and Jessica's honeymoon, I mean did he want his newly brought back to life behind side kicked extra hard?" she said puzzled by the villain.

She then turned off the video and rolled her eyes, "well if I understood the bad guys I'm pretty sure I would be one.. be as a bad guy what would that even look like!" she then thought about it thinking of her with flat hair holding a knife with a slasher smile and she shivered.

The former Pink pony sat up with a shake as she said in horror, "Why brain why?" She then jumped up and went to the kitchen where her eyes widen as she spotted Twilight and Fluttershy eating bacon.

Pinkie pie then turned around and held her head and said, "Well now! Twilight maybe she's been human enough to go native, but Fluttershy? I don't believe it!" She seemed shocked.

That is when she left out the front door and walked into town to think, as she for some reason ponied up and her tail twitched and she looked around to see a man on a latter painting on a sigh and in a moment she was behind him and caught him when he fell putting him town.

one of her ears then flopped, an eye fluttered and a knee twitched making her yell out, "Look out for that door!" to a guy who was walking and stopped right when a door opened up and if he was still walking it would have hit her.

The Pinkie Sense continued to go off leading to Pinkie helping a lot of people who started calling her a psychic and chasing after her wanting more predictions.

Pinkie pie ran off yelling, "I KNOW THIS IS SCARY PINKIE SENSE YOU DON'T GOT TO TELL ME!" She then pulled out her phone and sent a text for pick up and in a moment a plumber car pulled up and she opened the door and got in to see Alan driving as she screamed, "DRIVE BOYFRIEND DRIVE!"

Alan then drove off.

Elsewhere in another time and place.

Nightmare Vile was trotting into a room to see Flurry heart staring at a picture on the wall of a grey mare and a blue stallion and he rolled his eyes, "Flurry heart that's just our grandparents." He said with little to no emotion attached to the statement.

Flurry heart looked at the picture confused and said, "But that's the stallion who put me in the cage!" she sound sad.

Nightmare Vile's eyes narrowed as he growled in rage, "What was that about grandpa dear cousin?"

Flurry heart blinked and point at the picture with a hoove, "He's the one who put me in a cage!.. why would grandpa do that to me?" she said sadly to the point she teared up.

Nightmare growled in rage as he said, "That's what I'm going to go find out, he's hidden away form his family for long enough!" He then became Chronodemon and stepped through a portal to enter the garden where he timed out to see his mother who was laying down relaxing.

Nightmare cleared his throat as he said, "Mother I know you need to relax with my younger sister on the way and all, but Flurry just revealed to me grandpa is alive and .."

Midnight sparkle leaped up wings out growling in rage, "HE'S WHAT!? HE WILL WISH HE DIED FOR NOT BEING THERE AT MY WEDDING OR HOLDING YOU AS A FOAL AND …"

That is when Nightmare added, "being the one who put Flurry heart in a cage!" he sound scared while he added it as he backed away seeing Dark magic storm around his mother's enraged form.

Midnight growled as her eyes glow red and a dark green and purple but sparking with black orbs portal opened as she said, "his blood flows in my veins. Finding him is easy for an alicorn Queen! I only wish I could beat myself but you'll have to beat him for me son!"

Nightmare seemed scared as he trotted into the portal and appeared in a rebel base, where a lot of rebel fighters start to run away scared when they saw him and he quickly morphed to hell racer and raced off slashing rebels with his saw feet as he ran around rapidly looking for one pony.

Then he stopped when he found him standing before him, A Blue Stallion, who's dark blue Mane was going grey, his left eye yellow the right one milky white with a scar over it, dressed in Rebel armor.

Nightmare smirked as he in friendly but creepy as it came form him tone, "Hello grandfather!"

Night light growled as he fired a horn blast and said, "you are not my kin Abomination!" he screamed in rage.

Nightmare just summoned a crystal wall to block the blast before he turned to mist and reformed behind him as he said, "I don't need my omnitrix to beat you! And Abomination I never looked my family in a cage for the rest of there lives!"

Night light turned and fired again only for Nightmare to become mist and reform to his right and the prince spoke up, "Please grandfather your embracing yourself! While it is impressive you are the leader having hide your connection for so long. It's over. My father didn't want to be the bad guy! But unlike discord you didn't give him a chance! I'll give you another chance to come quietly it would mean a lot to my mother if you where there for my younger sisters birth."

Nightlight growled as he used magic to make an energy blade and he charged to try and slash Nightmare, "Another shame on my family line!" he said in rage.

Nightmare summoned a shield of darkness through his own magic and he sighed, "Well Grandfather. It honestly pains me to have to hurt one of my own Blood! But if I most I most!" he then hit his dial becoming killersquid and he fired off his organic bombs that blast Night light into a wall knocking him out.

When Night light Came to He was in a cell he tried to use his magic but his couldn't in the metal he spat his reflection a metal case was on his horn sealing away his magic as he growled as his pregnant daughter trotted in.

Night light turned away and said, "Don't mock me Nag!" he said hatefully.

Midnight honestly looked hurt as she said, "Oh please Dad you are the ones who want this war! You at Discord and Fluttershy's wedding for crying as the best stallion for crying out loud! Yet Sombra is to evil! News flash Discord tried to take over all of Equestria and make a mad house! All Sombra ever did was run a one kingdom asked for the rule of leave him alone he leaves you alone to be in affect! Even if you hate him you still have to understand you're double standard!" her tone was a mix of hurt and anger.

Night light grunted and said, "It's not a double standard when it's my daughter who wants to marry the freak!" he sounded angry.

Midnight smirked as she turned to trotted out of the dungeon and happily said, "Well now got you to call me your daughter for the first time in years you may come around dad, Also Flurry heart is fine , and only reason you are alive is my husband talked me into keeping you in a cage like you did Flurry heart. I repeat my husband's mercy is the only reason your alive father!" she sounded cold.

Elsewhere in the prime Equestria time line.

Filthy Rich was seeing Pam Levin off to her hotel with a smile as he said, "I want you to know I had a lovely evening."

Pam smiled as she happily said, "me too." She then happily trotted into her hotel.

As soon as Pam was gone Filthy turned around to see Kevin with a metal body who put a hoof around Filthy's neck and he said, "Filthy I need a word with you!" he said trying to sound friendly.

Filthy blinked and asked, "Is this where you worn me not to brake your mother's heart or else you brake me?" He sound surprisingly calm.

Kevin nodded as he morphed his free front hoof into an axe and said, "big time! But glad we're on the same page! I want to see my mom smile and be happy. She's earned it after that while event with the rooters brain washing the both of us!"

Filthy looked at him a looked shocked and Kevin calmly said, "You don't have to worry about it it's been undone and we're free." He then morphed his axe hoof back into a hoof and returned to normal as he let Filthy go and he trotted off, "Now I have to go meet Gwen to continue our quest."

Kevin then trotted off to the train station where he meet Gwen and he asked, "So where's the last piece?"

Gwen sighed and sadly said, "Basically pony hell."

Kevin cracked his neck and said, "Well then open up the portal and let's do it!"

Else back in Bellwood at it's under town space port Ben and Jessica where getting off a ship and they notice Carl holding a sigh with Zecora next to him.

Ben and Jessica walked over to them and in a moment Jessica held out a pregnancy test and happily said, "Your going to be a grandpa Carl, Now take me to my moms so I can tell them they are going to be grandmas!" she said happily.

Carl then jumped for joy as Zecora pulled out a phone and send a text but she said her text out loud as she typed it, "To all of you ponies turned human, Ben and Jessica have turned, and hay i would be a foal to not mention they have a foal on the way." She then hit send, sending the message to all the elements.

Rarity was looking at her phone smiling as she hugged Cooper's arm and happily said, "Ben and Jessica are having a baby I need to start work on baby cloths!"

elsewhere

Rainbow dash was sitting on Manny's shoulder as he walked and she looked down to them and said, "Ben and Jessica are going to be parents, gee I can almost hear Pinkie pie's yell of happiness."

A loud scream of Yay was then heard all over town and Manny looked up at Rainbow dash, "And I think we all just heard her yell of happiness!" he said as he rubbed the inside of one of his ears.

to be continued. 


	34. Chapter 34

In Tartarus Gwen and Kevin where trotting along.

Kevin was currently made of stone as he looked to cages and saw the bugbear and he raised an eye brow, "Are we sure Animo just got here Gwen? Because that looks like something he would do!"

Gwen shrugged as she said, "I'm more worried about the crazy little filly, now come on we got to get to the deepest level of this place for the last part of the gate!"

Kevin nodded as he spotted a centaur looking at him from his cage, "WATCH IT BUDDY!" He then made his front hoof a mace as he growled before walking along behind Gwen.

Meanwhile in Bellwood.

Applejack was shopping in a baby shop with Trenderhoof.

Trenderhoof was in black pants black shoes a black hoody and he pulled the hood farther over his head with his metal hand as he notice someone stopping and gasping at shock at the metal on his face.

Applejack rolled her eyes and stopped looking at the car seats and went to pet Trenderhoof on the back as she said, "Look don't let them get you down, it's not right of them to judge you for this" she sound sad as she touched the metal half of his faces.

Trenderhoof didn't say a word and instead pushed her hand off his face and turned walking out of the shop, with made Applejack run after him.

Once outside She Saw Trenderhoof standing at the street corner waiting for the cross work light to turn so he could walk away when he spotted something a ball rolling in the street and a little kid chasing after it.

Trenderhoof quickly ran in the way as spotted a speeding truck coming it won't be able to stop in time.

Applejack just got out in time to see the world slow down as she saw trenderhoof racing out in to traffic and she spotted the little kid.

Five moments later Trenderhoof made it to the Kid and grabbed the kid as he turned and held out his robotic arm and a second later the Kid cried when he saw the truck bit it was soon stopped as it's front end was smashed as Trenderhoof's hood fell down.

Everyone just looked on as cars stopped and Trenderhoof got up and pulled his hood back up and left as the Child's mother ran out to go hug her crying scared child.

Trenderhoof shot a glare at the guy driving the truck who dropped a cell phone, the cyborg growled as he walked back to Applejack who looked at him with a smile on her face at his actions.

Applejack took him by the metal hand and pulled him along as she happily said, "there's that heart, Ben would be proud."

That is when everyone start screaming most of it was in Machines failing, even the street lights where going off and Trenderhoof fell over his robotic arm hangling lifelessly at his side as he start couching violently.

Applejack screamed as she heard a lough and turned to see a large steam drill coming out of the ground and on it was a steam Smythe with out the human face mask laughing as he said, "I Steam Smythe have done it I've made a steam driven Electric magnetic disrupter! All your electronic driven machines won't work much longer!"

Applejack growled as she ponied up and yelled, "YOU JERK MY BOYFRIEND IS A CYBORG HE NEEDS HIS ROBOTIC PARTS TO STAY ALIVE!"

Trenderhoof coughed as he smirked faintly as the Steam driven Robot laughed and said, "then fate said he should have died long ago as a man, instead of now as a pile of bolts!"

That is when Applejack was climbing up the drill yelling, "PILE OF BOTLS YOU LOOKED IN A MIRROR!" She then jumped now being right beside Steam Smythe where she kicked the steam driven android in the head smashing.

Applejack then cracked her knuckles as she looked at the drill and start punching and smashing it rapidly

People where looking away in shock and horror at her rate of smashing and by the drill was one fourth caved in all the machines came back online making Trenderhoof's cough stop as he got up.

Trenderhoof looked like he want to say something but he spotted Applejack's angry face as she smashed and choice to remain quit, as the girl continued to smash the already destroyed drill.

Applejack growled in rage till she had smashed the whole big steam driven drill into a car size metal cube then kicked it away in rage yelling, "YOU SHOULD HAVE STAYED DOWN STEAM HEAD!" her kick sent it flying away out of sight.

She then returned to Trenderhoof's side and took his hand as she walked off with the stunned bright red Cyborg, who was smiling.

Applejack then flipped her hair and said, "come along Trenderhoof we'll find another gift for Jessica's foal..baby shower.. They's want way to much for there stuff here anyway."

Elsewhere in Equestria.

Diamond Tiara was in her backyard looking sad and Pam Levin trotted over and sat down beside her, and she asked, "Why are you so down in the dumps?" She sound concerned.

Diamond Tiara looked to the human in pony form and sighed and sadly asked, "Why do you care? We're not even really the same species?"

Pam sat down and looked at her and she said, "that doesn't have anything to do with having a heart. I have a heart I care!" She sound caring but stern, and most of all motherly.

Diamond looked at her in Shock not being use to that as she blinked and just told her the truth, "I found out my mom didn't care about me or dad and was only after money, She never loved me.. she never want me.. I'm just something she did for bits." She sad sadly.

Pam put a hoof around the filly and pulled her close and nuzzled her making Diamond seemed stunned as she said, "While that is true of your mom it's not true for your dad. He loves you, he want you. You're his world! And while I know the memories of your mom are bad as Someone who had her and her sons memories of there family's dad removed and replaced with lies, I know first hand it's better to remember the bad then have nothing but lies to go on."

Diamond Tiara's eyes watered as she nuzzled Pam and cried both missing a cutie mark appearing on Pam. It was a heart that had the image of a stallion and filly a plus sigh and a mare and a colt.

Unknown to them Filthy Rich was watching sighing as he looked to a black box in his hooves and opened it to reveal a ring, "in that one moment she has been more of a mother to diamond then Spoiled ever was."

Filthy looked at the ring in the box and sighed, "Should I? or am I making another mistake.. or am I just acting to fast.. it's only been a month…" he sound sad that is when he turned when he heard coughing.

that is when he spotted a burned up covered in dust Kevin in metal form as he coughed he said, "Sorry for the scare.." he then coughed again before saying, "creepy dragon with stink fire breath got me! The smell was worst then the flames! But got the gate part! And no one answered when I knocked so I hope you don't mind me letting myself in!" he said kind of proudly as he made part of his left front hoof morph into a key for a moment before turning back to normal.

Filthy blinked and cleared his throat as he trotted over to Kevin who was dropping the metal body to be normal as he said, "well now.. how much did you hear?" he asked nervously as he tried to hide the ring.

Kevin put an hoof around filthy and said, "Enough to know. And I care about my mom enough for her to be happy! It's going to take that gate weeks to be put together through the need amount of magic and months for it to charge so.. Let's say you have about.. two months to ask my mom to marry you or I'll tell her were to find that engagement ring for you."

Filthy blinked as he watched the super powered young colt let him go and turn to trotted off as he said, "you know for a super hero you are kind of scary?" he said flatly.

Kevin rolled his eyes, "I spent a long time brain washed crazy and evil, it's hard to shake the scary after being turned into something weirder looking then discord and used as a puppet against your friends… and there is no amount of therapy that can fix the mental scars." He then trotted off shaking off the dust form that had been on him sense he trotted off.

Meanwhile Back in Bellwood.

Ben and Jessica where at her parents house sharing the news.

Lucy was fainted and Jessie was jumping for joy yelling, "YEAH GOING TO BE A GRANDMA!" She then did a stupid little happy dance as she said, "Grandbaby! I can't wait to spoil him or her rotten!" She yelled happily.

Jessica smiled happily as she put a hand on her stomach and said happily, "I know" Ben held her free hand happily and smiled at her.

To be continued


	35. Return of the knock of watches!

Rook was in undertown firing on Psyphon who was in the air as he said, "You are under arrest Psyphon!"

Psyphon took aim with his laser wrist and fired and smirked happily, " Please I have the perfect ant-ben10 plan!" he then fired on rook who switched his proto-tool to shield mode.

Rook then changed to bow mode and looked to him and said, "… you realize Ben is not coming right?" he then fired off a net arrow that trapped the shocked bad guy!

Psyphon tell to the ground as the net got him and shut down his tech as he gasped, "SAY WHAT?"

Rook point to the shed sized machine on wheels as he walked to it and put an explosive on it and hit start and walked back to Psyphon and grabbed the net pulling him along as he said, "his wife is having her baby shower, Dude! That iss way more important then you and what ever that was!"

The mobile machine then explode as Psyphon looked sad and cried as he covered his face, "But I spent weeks and millions of dollars building that thing to stop him! And he doesn't even show!?"

Rook blinked as he load the netted bad guy into the proto-truck and said, "that is what I just said dude! Should have picked up a news paper I mean everyone knows it and Pinkie Pie was pretty clear what would happen if Ben missed it with that chain saw that someone still function while on fire… How did she did that any way? I mean you would think it would melt together and stop running."

The plumber then locked the back of the proto-truck and went to go get into the drivers seat as he said, "But it is Pinkie Pie it is best I do like Twilight said and not question it!" He then drove off humming a tone to himself.

Elsewhere In Bellwood above, Carl was in uniform wearing the helmet Taking Aim on a red Armadrillo with spinning drill fist.

In a moment Carl fired hitting the drill fist with a slime that made it stop dead, as the Armadrillo turned into headblast with black rocks and green flames.

Carl then fired off a Foam that put out it's flames making the heatblast turn into Diamondhead replacing green with red, to cut himself free.

the Diamondhead growled when he was Free as Carl hit a button on something on his belt making the crystal crack.

The Red Spot then spoke up, "become what you want Albedo I have a counter for everything you turn into!"

Albedo growled as he reached for his dial and became big chill only for two grenades to be through. The Galvan in Ben's form chuckled as he turned in tangible only for one to explode in to orange slime that made him solid and the other to explode into fire making him scream.

the Super villain groaned as he walked through the fire as NRG his version having silver armor with green energy and a red dial as he roared in rage, "HOW CAN YOU COUNTER ME LIKE THIS HUMAN!?" He then fired off an energy Blast only for the Red spot to hit his belt making force field appear around him.

Carl Smiled and laughed, "you are a Copy of my Son! I know my Son Albedo!" he said proudly.

Albedo growled as he hit the dial to become a copy of the current look of Ben but with Whire hair and green replaced by red as he chuckled and smiled, "Your son you say! Well I see where he gets his irritating qualities! But you just sealed your doom I highly doubt you can.." Before he could Finish Carl had hit Albedo up side the head with the barrel of his gun.

Carl Looked down at the Downed Albedo and laughed, "Please you think by wearing my son's face I won't be able to hit you? I know your not my son! I know you are a sick twist villain using my son's face for evil! If anything you daring to look like my boy gives me more reason to hit you!" His Voice was filled with parental rage!

Albedo hit the dial and became Humungousaur and roared in his face, "THEN I'LL JUST SMASH YOU!"

A moment later Albedo felt something in his neck and looked to see a dart he then looked back to see Zecora holding a Blow Gun across the street waving, "good night you horrible not right look alike of My Carl's son."

Albedo looked down at Carl and as he passed out said, "You have your son's smirk under that helmet don't you!" he then turned to Ben and passed out.

When Albedo woke up he was in the Plumber lock up his new copy of the omnitrix taken form him as he Banged on the cell wall in rage as he screamed, "TENNYSON HOW DARE YOU MOCK ME BY SENDING YOUR FATHER TO FACE ME AND HOW DARE HE MOCK ME BY WINNING!" HE screamed in rage as he banged on the cell wall to no use.

Pinkie Pie's voice then yelled out, "SHUT THE FUCK UP YOU CRAZY ASS WHO TURNED HIMSELF INTO A CLONE OF BEN BY MISTAKE! WE ARE HAVING A BABY SHOWER! DON'T MAKE ME COME DOWN THERE!"

Albedo then yelled out, "AS IF YOU COULD DO ANYTHING TO ME YOU LOWER LIFE FORM!"

Moments later Pinkie walked up in her Pony up form her hair flat as she calmly walked over to the cell door with was strong enough to handle punches form Humungousaur, and she punched it her Fist going through it like a knife through hot butter.

Albedo jumped back to the other side of the cell in shock, "that is not possible! "he said in shock He then felt a tap and jumped as he turned to see Pinkie pie behind him making him gasp.

Pinkie pie some how pulled out a diamond and was throwing it around in her hand as she said, "Let me Tell you Something Mr. Bootleg! I'm normally a happy clam girl all filled with giggles and smiles who loves to party. But Thanks to a bad guy I can't go back home anymore! My friends and adopted family are trying to celebrate a new member coming. Now What makes you think I'm in any mood to hear shit form you while we're trying to look on the bright side?"

Pinkie pie then crushed the Diamond in her hand making it Dust as she blow it at the stunned Albedo who was now banging on the door for help.

Pinkie pie covered Albedo's mouth and said, "Help's not coming the whole universe hates you, for being an evil knock off. You should have stopped when you could be a galvan again for good but no you became even worst. Now I'm going to brake you! Brake you to the point your IQ will drop to below Blukic and Driba's."

The Pony in human form then pulled out a cartoonishly large mallet form behind her back seemingly out of nowhere as Albedo Gulped as Pinkie pie raised it and said, "I'm not even going to use the puns I'm thinking of you are not worth it!"

Elsewhere In the Base.

Someone was walking through the place in a hooded cloak sneaking into the evidence room where he reached into a draw and pulled out the nemetrix and lowered his hood to reveal the face of Khyber.

Khyber smirked as Plumbers charged at him put he pulled out something in a small cage it looked like a small dog version of a Bioid and placed the nemetrix on a remote like device and smirked "Bye!" he throw the dog robot as he hit the nemetrix making the small dog became a crabdozer and Charged at the Red spots as they screamed and fired.

Khyber smirked as he happily said, "And to think Vilgax junked them for such a low price!" He chuckled happily as he walked away, "Now I best not miss my teleport out of here!"

Later on Trenderhoof point his robotic hand at the Crabdozer hitting it with a laser blast that made it turned back into a Bioid with now had a hole going through it's chest.

Max sighed as he crossed his arms, "How was the nemetrix stolen form under our nose….again?"

Twilight then popped up and said, "Mr. Adopted grandpa boss of the space cops sir. Why haven't you destroyed the thing that turns the wearer in to savage beast driven to eat Ben in all of his forms? I mean why even keep something like that?"

Max then faced palmed at the comment and sighed, "that would probably be a good idea!"

Elsewhere in Ponyville.

Kevin was growling as he trotted through down covered in dirt dragging a netted Doctor Animo with his teeth as he grumbled with his mouth fill, "Gwen gets to help use magic to put together a four piece puzzle and charge it! While I do all the dirty work of capturing Jerk one and jerk two! The insane brothers de Animo!"

Animo laughed and said, "Come on how you seem like a nice law breaker you scratch my back I scratch yours? How about it?" He said trying to sound friendly.

Kevin looked back and while still holding the net in his mouth said, "Shut up Animo your going to pony hell as that is there only jail apparently! So mean weird things down there you will probably like it! That freaky half bug half bear thing!" He shivered at the memory!

He passed by Diamond Tiara and Silver spoon who looked at him and turned to trotted after him, Silver Spoon asking, "What you doing Mr. Super hero?"

Kevin then spoke with a full mouth as he wasn't letting go of the net, "What it looks like hauling one half of the Screw loose brothers!"

Animo then comment and said, "Care to cut me free I'll give you a giant puppy!"

Kevin then looked at Animo and said, "Trying to trick little girls into helping you escape you have hit an all time low!" he said still holding the other end of the net in his mouth!

Diamond then blinked and said, "That won't work on us anyway I know you the bad guy and you bad guys always lie and double cross I even bet a double cross is why only you got caught!"

Animo crossed his hooves as he grumbled, "Stupid brother!"

Kevin then picked up his pace as he said, "Come on Crazy dude! Let's get you where you belong! So I can go after your Twin!"

To be continued.


	36. Mix and Match

Out in bell wood there was an army of rootsharks with the nemetrix cellar roaring through Bellwood.

Twilight was in the air in her pony upped form firing off energy blast only for the army to turn into hypnoticks she then covered her eyes and in a panic yelled out, "Flash Don't look or you'll be put under it's trance!"

she then heard muttering and turned to peeped to see Flash in the air in his own winged human form clearly hypnotized as he muttered ," Twilight and me on the beach!"

Twilight crossed her arms and looked annoyed and he said , "she I be flattered or annoyed by that? I do not know!" she then closed her eyes again as she held her hand out to sound a shock wave that gave her a magical view of the world around her as she grabbed flash and flow out of the way of Hypnoticks as she said, "Magical sonar spell so useful!" she said happily.

Down below Rainbow dash was sitting on manny's shoulders covering his four eyes as she kept her eyes closed and said, "This just got bad! Why don't we have ben out here!"

Applejack was using her hat to hide her eyes as she hide behind Trenderhoof who had his one organic eye closed and he was shooting at the hypnoticks his robotic eye allowing him to avoid the trance.

In the plumber base Ben was growling as he watched an army of the things that eat him attacking his home his friends his family, he growled before he looked to his right to see Albedo's latest knockoff omnitrix, then remembered his futureself.

Ben transformed into Chromastone and reached into the energy barrier around the other omnitrix and grabbed it before timing out and slapping it onto his other wrist setting on omnitrix to upgrade and one to Jury-rigg and he smiled, "I'm either a genius or an idiot or both!"

he then slammed both dials down and he yelled as the two dials appeared on his chest and merged turning him into Up-rigg.

Ben looked to his hands before merging his hand into the dial and returned to normal but with the biomntrixs on his wrist and he smiled and said, "Got it now!" In a moment he ran for the teleporter and teleported down below.

He landed on the roof of a Mr. Smoothie and the predator army all turned into Omnivoracious and Ben smiled as he arms and yelled out, "Hay uglies you aren't ready for this ATOMIC-X!"

In a moment he morphed into the merged Alien and smiled as he waved his hand making mini blackholes appear inside the chest of the army and in moments they returned to being bioids as they where sucked into themselves sealing the holes.

Ben then jumped down as Pinkie pie popped up and poked him and said, "Bro? is you two aliens at once right now?" she seemed shocked?"

Ben nodded and he said, "I put albedo's knock off watch to good use I can now mix and match my transformations now I'm going to go track down Khyber and smash his face in! He then timed out.

Ben then once more crossed his arms and turned into what looked like a pure green one dialed version of the clockwork technobabble fusion, as he said, "Clockgrade.. they can't all be winners!" he then vanished.

He then reappeared on Khyber's ship where he returned to human and looked at the hunter, Ben then crossed his arms and turned into Fourmungousaur and banged his chest as he said, "Ok Khyber far fight you and me! I'm sick of being hunted!" he said angrily as he charged.

Khyber dropped his remote as he said, "I'm out of Bioids!" He then drew his blade and said, "I will Finish you myself!" he then charged and jumped landing on one of Ben's arm and he ran up it.

Only for Fourmungousaur to roll around on the floor crushing Khyber under his weight leaving the hunter twitching in pain as Ben timed out and jumped back happily before crossing his arms.

He then turned into a fusion that looked like Bigchill but with ghostfreaks uncovered form's claws upside down one eyed skull head, but the eye looked like big chills. The fusion then sai,d "chillfreak!"

He then breathed ice upon Khyber freezing him as he laughed and turned to phase out through the wall as he said, "Now you just chill till they come to take you to the null void there Khyber! I would say good game but no, not good game you reused A plan I already beat man! I mean if this shit did not work for Vilgax what made you think it would work for your ass wait almost for got!"

He then turned and walked over to pick up the nemetrix and the remote it was hooked to as he said, "this is getting destroyed this time! I'm sick of things turning into what eats my ass!" he said in rage."

Later on in the Plumber lock up Ben handed the nemetrix to Applejack and said, "If you will do the honors dear sister?" He said happily.

Applejack held the thing in her hand before pointing at it and said, "Now y'all listen up! Sure y'all maybe good for bad bens but nine out of ten times you is evil! You be to dangerous to be left working So ah going to smash you!" She then crushed the thing between her hands doing what nothing else could before destroy the nemetrix.

Pinkie pie then popped up and elbowed Ben and whispered, "Please mix nanomech and way big I want to see that walking or flying oxymoron please!"

Ben shrugged and crossed his arm turning into a human sized alien that looked like way big with nanomech's exoskeleton colors wings and five eyes. " now Waymech and nanobig?" he asked trying to decide with name to go with as he rubbed his chin.

Pinkie was taking pictured of it and she said, "I love this! Mix and match more aliens brother!"

Meanwhile in Dark Equestria.

Nigthmare vile was on the ground with Flurry heart in the air as he smirked and said, "I'll limited myself to three transformations cousin now come at me!"

Flurry heart's horn glow pink with sparks of black as her eyes glow white as she fired off an energy beam form her horn as Nightmare easily avoid it by becoming hellracer.

Hellracer avoid the strikes easily as he said, "I'm disappointed dear cousin I thought my parents had taught you better?" he sound so mocking but he quickly ducked to see the beam was bending now making it harder to avoid as he race faster.

Nightmare rubbed his chin as he avoid the blast he was still doing it just not as easily anymore, "an attack that can change directions mid air Not even I can do that! Goodjob yes vert good!"

In a moment he morphed to hellshard and held out a hand absorbing the blast with he opened his mouth to spit back at the air born Flurry heart.

Flurry heart gasped and flow quickly to avoid it but then looked down she had lost sight of her cousin, " did he turn into something invisible? I know that Sonar spell!" she then send out a pink and black dotted pulse of magic and gasped, "Nothing?"

That is when she heard a high pitched voice say, "that's because I'm to small for it to pick up and I'm hiding in your ear Mechabuzz maybe tinny but his got a big sting!"

A moment later a small bug flow and land on her nose and she could make out the small thing it looked like Nanomech but it had a snake tail instead of legs that was tipped in a stinger, and the stinger went into her nose.

A moment Later Flurry heart's wings flared and her furry puffed up as she was shocked to the point she passed out, only for Nightmare to become Beelzebuzz and grab her and land seating the Alicorn onto the ground.

Flurry heart got up an eye twitching as she said, "I lost to the third change!" she said happily as she said, "that's better! Last time I lost in two!"

Nightmare returned to his pony form and smiled as he trotted off, "why yes my dear cousin, now go .. do what ever it is you do in your free time I have some business to take care of!"

Nightmare then trotted off to the dungeon and to the cell Night light was in and he spoke up, "why yell grandfather!"

the blue stallion did not even look at nightmare but nightmare continued, "I thought you would like to know My dear cousin Flurry heart in terms of skill she has surpassed my mother, but My mother will still beat her in a battle thanks to my mother's greater power. She would be stronger then my mother if you had bothered to teach her magic. Just rubbing it in the face by keeping her in that cage you through away, away to over through my parents. Thank you grandfather for ruining your own plans to over throw my mom and dad." He sound proud and grateful.

Night light just growled as he turned to the bad Ben and yelled out, "SHUT UP! I DON'T NEED YOU WHERE RUBBING IT IN MY FACE!"

Nightmare rolled his eyes and said, "Ok then also thought you should know my mother gave birth earlier today you have a second granddaughter." He then turned into hellracer and ran off.

when Nightmare returned to normal he entered a nursery and looked into a crib at a grey furred new born filly. She had wings and a horn, a mane like sombras and Twilight's eyes and she looked at him giggling.

Nightmare looked at her and said, "Hello princess darkdawn. I am your older brother! You don't try to take my throne and we'll get along fine! And who knows when you are older we might even slay Good Ben's together!" he smirked as the foal clapped her forehooves.

The evil prince smiled as he turned to leave, "Talking about killing Bens makes her happy so cute."

to be continued.


	37. Just move along

In five months later in Ponyvile Kevin was grumbling as he pulled a caged in cart that had professor Animo in the cage his robotic limps broken off.

the professor then spoke up in his robotic voice, "Maybe we can work out a deal Kevin Eleven! Maybe we can work out a trade for my freedom!?"

Kevin looked back to the thing and said, "Shut it! Crazy! Now I'm taking you to Tartarus to the same cage as your brother!"

The professor then spoke up in his robotic voice and said, "Please have mercy! I'll be good I swear just don't make me and my twin brother cell mates!"

At with point Flim of the Flim flam brothers who overheard it said, " stuck in the same room with my twin no thank you!"

Kevin chuckled as he kept trotting pulling the cart with him, "He deserves it! I mean you turned a hydra into a cyborg killing machine with seventhly five robotic heads added! Why would you add heads to a hydra!?"

the professor then said, "For the laughs!"

Meanwhile.

Filthy Rich was looking in a mirror adjusting his suit before using his hoof to pick up a small black box and sighed, "you can do this Filthy you did it once before you can do it again! … oh that was a bad thing to say to my nerves!" he said nervously.

Diamond Tiara then trotted in and said, "You can do it dad!" She said happily, " Don't let memories of Spoiled stop you from being happy! She was just Mistake that happened because your real special somepony was literally out of this world."

Filthy sighed and said, "the truth form the mouth of my daughter!" he said bittersweetly as this did clear it up Diamond did not think of Spoiled as a mother anymore or maybe she never did.

He sighed as he trotted off to Go meet pam pocketing the small box with a nervous, "You can do this Filthy I mean her son made it clear he'll hit you with metal spiked hooves if you don't! .. never thought I would need to say that!" he said going form nervous to stunned.

Later on Silver Spoon and Diamond where sneaking around watching Filthy and Pam trot by the lake on a moonlight stary night.

Diamond was stomping the ground and said, "Come on Dad do it! It's right there in your left pocket do it do it! Come on be a stallion and do it!" she grumbled to herself.

Silver spoon looked at filthy's nervous sweating and she sighed and sadly said, "He's choking! He's choking!"

That is when they notice Kevin coming form the other side and he yelled out, "MOTHER SENSE FILTHY IS CHOKING I'LL POINT OUT THE BOX IN HIS JACKET POCKET WITH HOLDS AN ENGAGMENT RING!" He then trotted off.

And Pam pulled out the box with her hoof and opened it to see a diamond ring and before filthy could say something Pam kissed him then said, "I do!"

Filthy sighed happily as he yelled out, "THANK YOU KEVIN! YOU ARE A REALLY GOOD COLT!" he was clearly happy.

Kevin then yelled back, "IT'S NOTHING DUDE!"

Diamond then jumped and let out a happy yay that was loud enough for Filthy and pam to look there way. Diamond nervously walked out and said, "Me and silver spoon where going to do what kevin did but he beat us to it!"

Elsewhere in Bellwood.

Ben was Fourarms punching at King coil who was hissing at him and he growled, "My wife is five mouths pregnant with our son! I should be at her side, yet I have to come and hit you!" He then hit the dial becoming Daimond head.

And King coil looked confused as Ben punched him In the gut making him fall over as Ben said, "you see body heat! So you can't see my crystalline self!" He then hit the dial becoming Chromastone where he fired off a near point blank blast of energy knocking King coil back.

Ben then returned to human and put crossed his watched becoming a Humungousaur that was made of Diamondhead crystals in Diamondhead outfit and shoulder spikes and he banged his chest saying "Diamondsaur!"

the crystal dinosaur like Alien covered His fist in large crystal boxing cloves as King coil got up confused unable to See Ben as he beat the snake up and Ben yelled out, "come on go down! I mean dam you can take a hit! Humungousaur's strength in a body made of diamonds with diamond boxing gloves and your still standing man! .. It's honestly impressive.."

With that Ben hit both sides of King coils head knocking the snake man out at long last!

Ben then returned to normal and looked to his dad as he showed up, "Any reason you couldn't handle him dad and you need to ring me? And what was he even doing?"

Carl point behind Ben at a lot of frozen giant reptiles, "We ran out of freeze charges dealing with his army! Also why didn't you just go big chill and freeze him son?"

Ben face palmed as he groaned in rage, "STUPID STUPID!" He then groaned as he turned into Xlr8 and ran back to Jessica!.

Carl laughed at his son and said, "I couldn't think straight when his mother was pregnant either!" his voice turned sad at the end as he removed his helmet to show a frown, " Sandra you won't get to see our grandchild!" he said with a heavy sigh.

Later that night While Carl laid a sleep in his bed holding Zecora, he was dreaming.

In his dream in was in his plumber gear helmet included as he walked along a roar and noticed a women in a white robe watering Flowers and he looked to her and gasped, "Sandra!?" he said in shock!

Sandra turned around and hugged Carl and said, "I am so proud of you! You became a hero so no one else would have to suffer lost like you did! I'm proud of you! You became the hero you were always meant to be! After all Ben's heroics come form your side after all!"

Carl went to remove his helmet but Sandra stopped and said, "Carl you know I'm gone but not forgotten! And I don't want you to be hung up on me! Move forward with your life dear! It's why I asked paradox to send you someone to help heal you when I died!"

Carl was about to say something but Sandra crossed her arms and said, "When you wake up check my records I was diagnosed with Cancer the day Vilgax captured me! I was already running out of time Dear. Plus this check will make sure you know it's really me telling you to move on! And before you wake one last thing Love Kenny for the both of us!"

At that point Carl woke up and got out of bed carefully to not wake Zecora.

Dressed in only his pajama pants he walked over to his portable plumber computer and looked up Sandra Tennyson records then hit medical and his eyes widen when he saw Cancer. ".. it really was her… Ok I'll move on for you!" he then put it down and sighed.

He then turned to see Zecora rubbing her eyes, and sitting up to show she had on a white night gown, " Carl, Darling, What makes you wakes at this hour?" She asked half a sleep.

Carl returned to bed and said, "A strange dream helped me figure out something important that was work related and I had to check, I have the lead so it can wait till the morning now." He then held her.

Zecora nuzzled into his chest and smiled happily ," Oh dear, but don't you dare think you should bear what troubles you alone." She said happily as she fell back to sleep.

Carl held her and kissed her head as he nodded, "I know .. after all I have you."

Meanwhile in Equestria.

In a jail Fistrick was looking at the bars as he smiled and used his mouth to poor something into something else then he kicked the container at the wall making it melt away and he jumped out to freedom ," Why does not bro even believe me when I tells them I have a chemistry degree? I spent ten years getting the thing! Then another five years using it for crime to pay it off! I mean honestly it's insulting to think just because I'm a bro I'm a dummy!"

He then galloped away as he said, "Next stop spring Spoiled! Then go in to hiding while working building an criminal empire shouldn't take more then a month and best part is there is no Ben here anymore to wreck it bro!"

To be continued. 


	38. Chapter 38

One month later in Manehattan

Diamond Tiara and sitting on Kevin's back smirking as she said, "So big brother now that we saw mom and dad off for their cruise honeymoon What are we going to do now!"

Kevin rolled his eyes and touched the side walk absorbing stone and morphed his tail into an arm and removed the filly form his back and he said, "you can get off my back!"

Now it looked like Kevin was about to tell the Filly he had to look after something but he stopped when he heard yelling and screaming and he moment he turned to see on the other side outfits and what not being stolen by ponies in mask and orange punk gear.

Kevin used the hand on his tail to point to Diamond and said, "you stay here!" he then galloped out and tapped one of the ponies on the shoulder and they turned and tried to stab him with a nine on a knee pad but the knife bend and the ponies eyes widen.

Kevin then used a front hoof to hit the pony in the face as he said happily, "you can't stab a rock dude!"

the other criminal ponies watched as kevin morphed his hooves to hammers and said, "Great we do this the day a superhero is in town!"

two hours later police ponies where loading the criminals up into a cage on the back of a cart and one of the officers a mare looked to Kevin and she said, "Normally I would complain about someone taking the law into there own hooves but super hero can't complain I mean I don't get this crime wave."

Kevin blinked as he notice Diamond now standing beside him and he said, "Well normally there is a pattern to this things if you look at it! So what has happened this crime wave, come on tell the super hero!" he said trying to sound friendly.

the lady officer put a hoof to her chin and said, "let's see now a female prisoner was broken out, after a male one escaped. Then this gang stole jewelry fancy dress, fancy objects. Gold! And some shops have been vandalized."

Kevin blinked as he raised and eye brow and said, "Lady it's not that hard to put two and two together to get the guy who escaped is in a relationship with the lady he broke out! And all this has been him trying to make his marefriend happy." He said clearly stating what was clear.

the Lady officer blinked before moving saying, "Well now the stallion who broke out goes by Fistrick and the mare he broke out goes by spoiled rich!"

Diamond Tiara growled and sicken to the core said, "I can confirm those two are dating!" She looked green and sick!

Kevin petted her head, "If you can't get the clue that's her mother who cheated on her dad and turned to crime as there was more money then doing legal things! Now Diamond I know this is asking a lot but think what would Spoiled want as that could tell us where they'll strike next!"

Diamond Tiara hummed.

Later on at Hoity Toity's shop, he was looking at Kevin who absorbed what the mannequin in what looked like a fancy pony male suit holding still.

Hoity Toity was about to close up shop as he said, "Even if they don't rob my store I still get to say super hero wore that suit brand of suit! The demand for them will go through the roof!" he said happily as he locked up.

Unknown to him Diamond Tiara was on the roof with binoculars growling as she muttered, "nag! Braking my daddy's heart! And making my new big brother send you back to jail!"

That is when she spotted a Cart with what looked like a smaller train engine pulling it forward instead of a pony and She blinked and said in shock, "So that's one of those car things big brother was talking about.. so cool!" She said kind of happy about it!

That is when the back opened and more of those pony henchmen Fistrick and Spoiled trotted out the back and Diamond growled.

A moment later Fistrick headbutted the door as they all walked in and he said, "see Spoiled this whole shop all to yourself and we are taking everything!" that is when a white wooden hammer on a hoof hit him in the face knocking him out on to the street.

And Kevin jumped down smirking as she said, "Don't think so Fistrick!"

Spoiled backed away as Fistrick jumped back up and said, "Bros get my girl out of here! That's Ben's former sick kick! He will kick our plots!"

Kevin then yelled out, "I AM NO SIDE KICK!" He then charged in rage as Spoiled turned to run but she saw the car was now five miles down crashed into a pole and she growled as she spotted a whistling Diamond tiara.

Diamond Tiara then giggled and said, "Now I see why Big brother said This are for adults I couldn't see what I was doing!"

Spoiled looked confused but Kevin tapped her on the shoulder as he said, "my mom married her dad! Now say goodnight!" That is when he knocked her out with a right hook with a wooden boxing glove hoof.

Kevin then returned to normal as he smiled the suit wasn't even dirty or damaged as the police where showing up.

As the press where taking pictures and the criminals being load the lady officer form before then spoke up and said, "Well thank you Kevin anything we can do to repay you?"

Kevin hummed before spotted the crashed protype car as he said, "I like machines I would like to study that one!"

the lady officer smiled and said, "Sure take the thing! And if things don't with that Alicorn names Deputy copper!" she then adjusted her sun glass to wink at Kevin before turning.

Kevin's eyes widen as she blinked and he turned and petted Diamond's head and said, "Nice job making sure they couldn't get away!" he then touched the metal of the steam driven car and absorbed it and started pushing, "Now let's get this back to Ponyville three more months will the gate opens and I'll only take a month for me to make this thing work!"

Diamond smiled happily as she said, "yeah!" she sound happy.

Elsewhere in the Royal Canterlot castle.

Celestia was looking at the gate slowly fill up with energy as she spoke impatiently " Come on fill up so I can see my little sister!"

King Thorax trotted up to her and sighed as he said, "Dear watching it isn't going to make the next three months pass by faster! You'll just drive yourself crazy! Come on you are going to pass out if you don't relax soon!"

Celestia was about to say something but she passed out on the spot! Thorax nodded and used his magic to pick up his marefriend as he carried her off and said, "gave all your emotions to the portal had noun left for yourself making a black out! Happens all the time when we changelings are stressed."

Two months later

Ben was walking into the home he bought for him and Jessica and when he walked in he heard Jessica yelling, "HONEY THE BABY IS COMING!"

Ben's eyes widen as he in shock yelled, "BUT IT'S A MONTH EARLY IS THAT BAD!?"

Jessica then yelled out in pain, "DON'T KNOW BUT LESS TALKING MORE PORTALLING TO DOCTOR!"

Ben in panicked became Clockwork.

Five hours later in a hospital bed Jessica was smiling holding a little baby who was wrapped up in a blanket, He was sleeping happily he looked like Ben but he had her skin and hair color and his eyes opened for a moment to reveal the same green eyes of his father.

Ben was looking at his son happily as he held one of Jessica's hands and happily said, "Welcome to the world Kenny!"

At the door way the Elements of Harmony where struggling to get in as they were all trying to push eachother out of the way to see the baby.

Ben rolled his eyes became portaler and opened a portal making all six of them fall form the back wall to the floor into the room.

Jessica's mother Jessie then skidded in and happily whispered, "Show me grandbaby!"

Kenny's eyes then opened and he looked around curiously and smiling as he managed to wiggle one of his little hands out of the blanket and moved and put his hand on his dad's and giggled.

Ben smiled happily as everyone in the room let out and "aawww!"

Lucy then walked in and looked at Kenny and she went to tickle his chin as she said, "hi hi! I'm your grandmother lucy!" As soon as his Chin was tickled Kenny started to cry!

Jessica's eyes widen as she rocked Kenny to try and calm him down, "Mother you scared him!" she said kind of angry.

Ben then looked to a stunned Lucy and he point to the door way and said, "out!"

Before Lucy could say anything her wife Jessie point to the door way and said, "I agree with our son in law Dear out!"

Lucy looked sad and walked out as soon as she was out Kenny calmed down.

Then Lucy walked back in and he cried again and she walked out he stopped this continued till Lucy said, "Why doesn't he like me?"

Twilight then said, "maybe he can sense you are mean to his dad that's why? I mean he does have alicorn and anodite in his system!" she said clearly curious.

Elsewhere outside the Room Carl was with Zecora.

Zecora smiled happily, "Glad I did not miss his cuteness, I was mute for a moment he is so cute!" She said happily.

Carl smiled as he nodded and said, " yes I know but there is something I've been meaning to ask!"

Carl got down and pulled out a ring and Zecora's eyes widen no words where said but Zecora nodded yes as the ring was placed on her engagement ring finger.

The two then happily kissed.

to be continued.


	39. End!

One month later

Gwen Was flying outside of Ponyville and land to see Kevin and Diamond working on the protype steam powered car they had gotten form saving the day.

Gwen land and flipped her hair and sighed, "Even in a land of magic you still find a car to work on!"

Kevin smiled as he was made of metal using his hoof as a wrench to put on a new wheel, "Hay there is money to be made! I'm working on making a magic powered engine it'll make the unicorn cart drivers job so much easier! Besides that it's just a train engine with cart wheels its so simple I don't know why no pony thought of it before!"

Diamond waved and she said, "Hi princess Gwen!"

Gwen smiled at the comment as she trotted over to him and she said, "In one month the portal will open and the job is done Kevin! I know you are enjoying being the big name hero for once but try to keep your ego in check till we go!"

Kevin bowed and happily said, "Me lady has my word! That her Knight in shining armor shalln't let his ego enlarge his head!" he sound like he was trying to sound like an old time noble it Made diamond laugh but Gwen rolled her eyes!

Meanwhile in the mad Ben Timeline!

Nightmare was in his human form having a stare down with the War lord as he smirked, "May the best Ben win!" he then morphed into five heads and charged.

Mad Ben became A version of Chromastone that has purple replaced by dark grey and pink and green replaced by orange it also had a line of orange crystals on the head making it look like he had a mohawk!

the Two charged and Clashed blows, With nightmare Vile morphing to version of feedback mid clash. The demonic version of feedback Looked's only difference was some bone was showing in his tail and antenna and tail and he had three eyes and a mouth filled with fangs.

Nightmare touched Mad Ben's dial and yelled out, "shockeater!" he then zapped it back Mad Ben slide back and morph to his Rath as Nightmare smirked, "I just shocked that DNA Sample you won't be using it anytime soon!"

Mad Ben hit the dial and became Way big and tried to step on him Making Nightmare turned into Beelzebuzz and fly off out of the way of the step.

Mad Ben laughed as he said, "you can't get close to Zap this DNA strain punk!" He yelled as he crossed his arms to charge a cosmic ray, but stopped when a rainbow blast hit his fin making him stumble.

That is when he looked up to see the human form of Flurry heart, looking like a teenage version of her mothers counterpart, but with white skin and but with a light blue and purple mane now her hair let and grown out her massive white wings out along with a tail of her mane's colors, and pony ears.

She was dressed in a flowing Black Dress, Flurry heart held her hands together and happily said, "Leave my cousin alone!" She then fired a light on Mad Ben making him charged form Way big to diamondhead.

Flurry heart panted in the air as she said, "Yeah locking spell still takes way to much out of me to do again!" she then flow to the left to avoid diamond shards.

Nightmare then charged in Morphing his hellhound and tackled Daimond head slashing and biting at the crystal!"

Mad Ben morphed to big chill his version replacing blue and green with orange as he phased into the ground to escape before flying up to try and freeze Flurry heart.

Only for the girl to summon a magic barrier to protect herself.

A moment later that is when Big chill turned to see a demonic version of ghostfreak. It looked like a normal skinless ghost freak but it's skull head had no mouth or eye!

the ghost held up his left hand showing the eye in it's palm and it's right hand's palm held the mouth and the mouth hand slashed big chill making the Alien fall and scream in pain.

Mad Ben hit the dial becoming Atomixs his version replacing green with orange and having an orange metal spike mohawk and he hovered in the air charging and punching the Demonic ghostfreak upside the head knocking it down as he turned to punch Flurry heart.

the girl's eyes widen as she held out her hands making a bright flash that made Atomix scream as he covered his eyes and yelled out in pain, "MY EYES!"

That is when Flurry heart held out a hand and fired off a Mana blast right at Mad Ben's Dial and in a moment Mad Ben in the air returned to human and screamed as his Omntirix fell appear on the way down and when he hit the ground.. will let's say Mad Ben would never again be the a problem for this timeline.

Flurry heart panted holding her heart as Nightmare came up still in his ghostfreak form and said, "Well Cousin we did it! We beat a Ben ten what my parent's couldn't!"

One month later in Bellwood.

the human versions of Luna and Celestia appeared through a gate on top of a building.

In Luna's arms was shooting star in human form in a blue baby dress, she was looking around confused and curious of the change.

That is when Twilight and Flash landed and Celestia hugged Twilight and Twilight smiled and said, "Paradox told us! Come on I'll take you to Ben and Jessica's house so shooting star Can meet her cousin Kenny!"

Shooting star laughed and giggled happily at the mention of having a cousin.

Gwen Kevin and the human version of Diamond tiara then walked out Kevin bracing Diamond so she won't fall over when she was losing her balance.

Gwen crossed her arms and said, "Well this is a wrap I guess."

Ten years later.

Celestia was in Canterlot pacing back and forth as thorax sighed and said, "Honey most you do this?" he said tired.

Celestia then cleared her throat, "My nephew every pony likes is coming to spent the summon I am on Pins and needles till he arrives."

Luna then trotted up and sighed saying, "sister he's been here for an hour playing with Shooting start in the garden using the omnitrix copy he got for his birth day!"

Celestia stared daggers at her sister for that.

Meanwhile in the Garden.

Kenny who looked like a smaller version of his dad's pony form but with his mom's coat , and mane and tail color and wings was turning the dial on the copy of his dad's omnitrix, as he looked to shooting star who was now a s smaller version of Luna.

Shooting star smiled and hovered the rocks in the air and made them spin fast and said, "Come on Cousin let's see if you can get them!" she said excited!

that is when Kenny turned into Diamondhead and held out an arm to fire crystal spikes and hit and pierced all of the rocks in his first shots.

Shooting star then hovered more rocks and span them faster, "Double of nothing cousin!"

Elsewhere in clouds dale.

A nine year old purple version of Rainbow dash with four wings and sun glasses was flying around getting some stares form her second set of wings and she sighed, "Come on Alice Awesome Armstrong you are use to, but normal it's over having four arms!" She then landed on a cloud and looked to spitfire and she called out, "Hay Lady can you help me I'm lost! I'm Looking for my grandparent's house there names are Bowhothoof and Windy whistles I'm spending the summer with them."

Spitfire then told her how to get there then she turned around and gasped at the four winged Pegasus.

Alice then removed her sun glasses to show her four eyes half the size they should be so they took up the same amount of space on her face and she said, "If you want to gasp look at all my one fourth tetramand features!" she then put the sun glasses on and flow off.

Elsewhere in Rockville.

Igneous was trotting when he spotted Maud smiling as she was riding on a large rock in the sky with fire below it and a smaller pony that looked like a Filly version of Pinkie pie but with brown fur and a mane and tail made of fire.

Igneous then yelled out, "Maud! I know you are having Fun playing Spiral Fire Albright! But you two need to watch it you almost hit a tree and started a fire!" he yelled.

The foal then smiled and waved saying, "okey dokey lokey grandpa!"

Elsewhere at a train station a male unicorn foal with white fur and blonde mane and tail and a cutie mark of gears was making his eyes and horn glow repairing the broken train with his mind and when it started he smiled and happily said," there now Come on get a move on I want to see my aunt Sweetie belle. Trust me it works or my name isn't Copper rare Daniels!"

Elsewhere a forest

A small Pegasus filly with one bat wing one normal wing, and who's left front hoof was a griffon claw, and had tow antlers on her head, with fluttershy's fur color and discords eyes she hummed as she trotted along sing, "Oh I'm trotting to grandma and grandpa's house!"

She smiled birds singing around her as she said, "I'm Flower chaos Shy! Daughter of Discord and Fluttershy here to spend the summer in Equestria with my family here! I'm off to see my grandparents, that aren't Professor paradox and miss bad! And hopefully not see my uncle!" she said happily as she trotted along coming up to a house.

Meanwhile a few miles for sweet apple ocher a unicorn filly was trotting she looked like Applejack but with Trenderhoof's fur color and wearing a green scarf, and a green saddle bag, she was hovering a space phone to her ear and said, "Mom I see the farm house now! Now I'm getting far away from the Ponyville interplanetary call tower so I'm probably going to lose you! DAD! Can you stop being embarrassing for like five seconds! Love you both too" She then hung it up and put it up in her bag.

She then made it to the farm house and knocked and said, "uncle Big Mac Aunt Sugar belle it's me Appletrender!"

Sugar belle then opened the door and petted the fillies head, "Welcome Niece!" she smiled happily.

Appletrender smiled brightly an apple cutie mark appearing on her at that moment.

At that moment in the Crystal empire An alicorn filly who looked like an orange Twilight wearing goggles smiled as she flapped her wings over it and she smiled happily" and where we are Hikari Sentry! Your aunt and uncles Place home! Were you get to spend the summer being treated like a magical princess with your older cousin Flurry heart! And hopefully having adventures with your friends slash Adopted cousins like mom talks about!"

She then used magic to adjusted her goggles, "Don't want to lose this they are prescription lens goggles coast so much but the best way to not lose your glasses in midair!" She then flow lower to go see her family.

Watching in the air was Paradox as he smiled and said, "While the adventure continues this is wear our story ends! Goodbye and hope you enjoyed!"

the end.


End file.
